SERVICES SUBSCRIPTION AGREEMENT

Please carefully read these terms AND CONDITIONS before SUBSCRIBING TO ANY OF THE online MENTORING training OR SUPPORT program COURSES OR RESOURCES ("Services") provided by Innovation Research & Training, Inc. ("iRT").  By clicking the "YES" button below YOU ARE ENTERING INTO AN AGREEMENT WITH iRT TO PURCHASE A LICENSE TO USE THE SELECTED SERVICES ON iRT's WEBSITE.  Your acceptance of this Agreement ("Agreement") acknowledges that you have read and understood the Agreement and agree to abide by ITS terms.  If you do not agree to all of the terms in the Agreement, you must not PURCHASE OR access the SELECTED SERVICES.

This Agreement is by and between you, a corporation or other legal entity ("Customer"), and Innovation Research and Training, Inc. ("Licensor"), with its principal place of business located at 1415 W. NC Highway 54, Suite 121, Durham, NC, 27707. iRT is the owner of the web site through which you have licensed the Services.   Use of all proprietary materials provided in connection with the Services is subject to the terms and conditions of this Agreement.

The parties hereby agree as follows:

1. Grant of License

Subject to Customer's compliance with this Agreement, including without limitation Section 4 hereof ("Fees and Payment Terms"), Licensor hereby grants Customer a limited, non-exclusive, non-transferable license, without right of sublicense, during the Term, to use the Services selected by Customer on the www.mentoringcentral.net website at the time of purchase of the license, beginning on the Effective Date, for Customer's own internal business purposes and to permit Users associated with Customer's program(s) to interact individually with the Services, through remote computer terminals that can access the www.mentoringcentral.net website, solely for Customer's own internal business purposes.

2. Subscription to the Services.

2.1. Access to Services. Customer hereby subscribes to the Services, and Licensor agrees to provide the Services to Customer for the Term of this Agreement, for use by Customer in accordance with the terms of this Agreement.  Customer may access the Services solely through Licensor's website using a UserID and Password supplied and administered by Licensor according to Licensor's security protocol, operations procedures, and the terms and conditions of this Agreement.   

2.2. Browser Access.   Each of the Users associated with Customer's program(s) may access the Services through the Licensor's website via the Internet. Customer acknowledges that such access may also subject the Customer to the license agreements of the browser manufacturer or software licensor, in addition to the terms and conditions of this Agreement.

2.3. Passwords.  A "Password" is a unique identification code granting each User access to the Services. In accordance with Section 2.1 above, the first time that a new User or Customer administrator logs onto the Services the User or administrator will be required to create a UserID and Password. The individualized Password must be at least 8 characters consisting of a combination of both numeric and alphabetic characters consisting of at least one upper case, one lower case, one numeric, and one non-alphanumeric character. Licensor may, at its option, change the Password parameters without prior notice to any User, and if it does so, each User will be required to change its Password the next time such User attempts to login to the Services.  In addition, the User will be required to provide his/her first name, last name, and email address in order to access the course.

2.4. Internet as Delivery Mechanism.  Customer and Users are additionally responsible for: obtaining Internet services required to access the Services; any and all fees imposed by Internet service providers for provision of Internet services; and any communications service provider charges associated therewith. Customer acknowledges that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet and Customer hereby expressly assumes such risks (to the extent the law allows Customer to do so). Customer acknowledges that Customer has requested access to the Services for Customer's convenience, has made its own independent assessment of the adequacy of the Internet as a delivery mechanism for accessing information and initiating instructions and that Customer is satisfied therewith.

3. Effective Date and Term

The start date ("Effective Date") of this Agreement shall be the date selected by Customer on the www.mentoringcentral.net website at the time of purchase of the license.

The expiration date ("Term") of this Agreement shall be specified on the printed Invoice created at the time of purchase.

4. Fees and Payment Terms

4.1. Payment. The terms of payment of the order invoice for the selected Services are as follows:

4.1.1. Payment Methods. Payment of order invoices for the selected Services may be made payment online via credit card (Visa, MasterCard, or Discover) or by check or money order. When paying by check, Customer shall complete the check out procedure, then print a copy of the final invoice and mail along with payment to:

innovation Research & Training

Attn: Order Desk

1415 NC Highway 54 W.

Suite 121

Durham, NC 27707

4.1.2. Purchase Orders.  iRT accepts payment via Purchase Order for approved customers. Customer may contact iRT to be approved to pay with purchase orders.

4.2. Fees.  All fees set forth in this Agreement are due and payable in advance and are non-refundable.

4.3. Taxes. Customer shall pay all taxes, duties and levies of any governmental authority, exclusive of taxes on Licensor's net income.  If Customer claims exemption from any taxes resulting from this License Agreement, Customer shall provide Licensor with documentation required by the taxing authority to support an exemption.  Customer may fax such documentation to iRT at 919-493-7720 or email it to iRT as a pdf.

4.4. Late Payments. Customer agrees that amounts of any unpaid invoice shall accrue interest at one and one half percent (1.5%) per month.  Customer shall pay all costs of collection, including reasonable attorneys' fees and costs, in the event any invoice requires collection efforts.

5. Responsibilities

5.1. Customer shall take all reasonable precautions to prevent unauthorized persons from obtaining access to or using the Services.  Customer shall not: (i) transmit or share the UserIDs and Passwords with unauthorized persons; (ii) permit the UserIDs and Passwords to be cached in proxy servers and accessed by individuals who are not authorized users; or (iii) permit access to the Services through a single UserID or Password that is made available to multiple users of a network.

5.2. Customer shall not attempt to: copy, disassemble, decompile or attempt to reverse engineer the software underlying the Services ("Software"), or allow others to do so, nor shall Customer attempt to create the source code from the object code for such Software.  Customer shall not make copies of or otherwise distribute the software, content, materials or other resources comprising the Services except where and only to the extent permitted according to the terms of this Agreement.

5.3. Customer shall be responsible for notifying its Users that their endorsement and compliance with the End User License Agreement attached hereto as Exhibit A is a condition of accessing the Services.

5.4. Licensor shall provide sufficient storage space on its application server for Customer to use to store data necessary for use of the Services.

5.5. Licensor shall provide Customer with information regarding registration of Users and access to a registration application ("Registration Application") that allows the Customer to manage purchases, assign one or more Administrators access to the Registration Application, and enroll Users in courses.

5.6. Licensor shall provide technical support for the Registration Application via telephone and/or email between the hours of 9:00 AM and 5:00 PM (EST) Monday - Friday, excluding legal holidays.  All reasonable efforts shall be made to respond to support inquiries within 24 hours of submission, excluding weekends and holidays. Technical support will be rendered to Customer only and is not available to Users directly. Individual technical support can be purchased at rate of $ 125.00 /hour.  

6. Confidentiality and Use of Information.

6.1. Customer acknowledges that the Services, Software, and any other data on Licensor's application server embody logic, design, and coding methodologies that constitute valuable confidential information that is proprietary to Licensor. Customer will safeguard the right to access the Services, Software, and other data installed on Licensor's application server using the same standard of care that Customer uses for its own confidential materials.

6.2. Customer acknowledges that information (i) provided to, (ii) collected by, or (iii) stored by, iRT through use of the Services by Customer or Users shall be deemed non-confidential and may be disclosed to others by iRT at its discretion for legitimate business purposes.  Notwithstanding the foregoing, iRT shall treat such information as confidential and shall only disseminate such information for legitimate business purposes or if legally compelled.  Legitimate business purposes include, but are not necessarily limited to, sharing Customer or User information with third party content providers that may have contributed to the content of the Services subject to this Agreement for marketing, survey, feedback and support purposes.

7. Termination.

Either party may terminate this Agreement for cause immediately by giving written notice to the other party upon the occurrence of any of the following events: (i) if the other party ceases to do business, or otherwise terminates its business operations; or (ii) if the other party breaches any material provision of this Agreement and fails to fully cure such breach within twenty-one (21) days of written notice describing the breach.  

All provisions of this License Agreement relating to confidentiality, proprietary rights, limited warranty, limitation of liability, and miscellaneous shall survive the termination or expiration of this Agreement.  

8. Ownership

Customer has no ownership rights in the Services or the Software.  Rather, Customer has a license to use the Services and the Software as long as this Agreement remains in full force and effect. Exclusive ownership of the Services and Software, and all Intellectual Property Rights not expressly granted herein shall remain at all times with Licensor, including all derivative works.  

This License Agreement does not grant Customer any right to use the trademarks, service marks or logos of Licensor or its licensors.  All rights not expressly granted to Customer under this Agreement are reserved by Licensor.  Notwithstanding the foregoing, Customer may advertise Mentoring Central to its members, constituents, or Programs to recruit them to use the Services.  Licensor agrees to provide Customer with certain information and a logo that may be used solely for such marketing or recruiting purposes.

9. Indemnification.

9.1. Licensor Indemnification.  Licensor hereby agrees to indemnify and hold Customer, its officers, agents, and employees harmless from and against any and all claims, actions, suits, damages, awards, costs (including reasonable attorney fees), expenses and liabilities arising from:  (i) the performance of its obligations under this Agreement or its breach of this Agreement; or (ii) any claim that the Services infringe or violate any third party's copyright, U.S. patent, trade secret or trademark.  Customer will promptly notify Licensor of any and all such claims and will reasonably cooperate with Licensor with the defense and/or settlement thereof, which defense and/or settlement shall be controlled by Licensor, provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Customer in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Customer's written consent (not to be unreasonably withheld or delayed) and Customer may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim.

9.2. Customer Indemnification. Customer hereby agrees to indemnify and hold Licensor, its officers, agents and employees harmless from and against any and all claims, actions, suits, damages, awards, costs (including reasonable attorney fees), expenses and liabilities arising out of or in connection with the use of the Service or its breach of this Agreement.  Licensor will promptly notify Customer of any and all such claims and will reasonably cooperate with Customer with the defense and/or settlement thereof, which defense and/or settlement shall be controlled by Customer, provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Licensor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Licensor's written consent (not to be unreasonably withheld or delayed) and Licensor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim.

9.3. Remedy. In the event the Services, or any part thereof, become the subject of a claim of infringement of a trademark, patent or copyright, Licensor may at its option either secure Customer's right to continue using the Services, or replace or modify the Services to make them noninfringing.  If neither of the above alternatives is reasonably available to Licensor, Licensor may terminate this Agreement immediately.

10. Limited Warranty

CUSTOMER IS SOLELY RESPONSIBLE FOR THE OPERATION, PERFORMANCE AND SECURITY OF THE NETWORKS (INCLUDING WAN, LAN AND WIRELESS) AND COMPUTERS OVER AND ON WHICH THE SERVICES WILL BE ACCESSED.  LICENSOR MAKES NO WARRANTIES AND HAS NO RESPONSIBILITY FOR NETWORK SECURITY, FIREWALLS, ANTI-VIRUS MECHANISMS, OPERATING SYSTEM AND OTHER THIRD-PARTY PRODUCT UPDATES AND UPGRADES, AND ANY OTHER ASPECTS OF CUSTOMER'S NETWORK OR COMPUTERS. LICENSOR WARRANTS FOR A PERIOD OF NINETY (90) DAYS AFTER THE EFFECTIVE DATE THAT THE SERVICES WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH ANY ASSOCIATED DOCUMENTATION. SHOULD THE SERVICES NOT SO OPERATE, CUSTOMER'S EXCLUSIVE REMEDY, AND LICENSOR'S SOLE OBLIGATION UNDER THIS WARRANTY, SHALL BE, AT LICENSOR'S SOLE DISCRETION, CORRECTION OF THE DEFECT OR REFUND OF THE PURCHASE PRICE PAID FOR THE SERVICES.  DELIVERY OF UPDATES TO THE SERVICES SHALL NOT RESTART OR OTHERWISE AFFECT THE WARRANTY PERIOD.  LICENSOR SHALL HAVE NO LIABILITY UNDER THIS LIMITED WARRANTY FOR PROBLEMS, NON-CONFORMITIES OR ERRORS RESULTING FROM (i) IMPROPER INSTALLATION BY ANY PERSON, (ii) MISUSE OR INCORRECT USE BY CUSTOMER, OR USE BY ANY THIRD PARTY, (iii) EQUIPMENT MALFUNCTION, OR (iv) UNAUTHORIZED MODIFICATION OR MAINTENANCE OF THE SERVICES. CUSTOMER HEREBY ACKNOWLEDGES THAT THE SERVICES MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING WITHOUT LIMITATION PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE SERVICES OR SOFTWARE, TELECOMMUNICATIONS INFRASTRUCTURE, OR DISRUPTION.  THEREFORE, LICENSOR EXPRESSLY DISCLAIMS ANY EXPRESS (EXCEPT AS EXPLICITLY SET FORTH IN THIS SECTION 10) OR IMPLIED WARRANTY REGARDING SERVICE USE AND/OR SERVICE AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE.  CUSTOMER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF PROBLEMS AND ANY OTHER DIRECT OR INDIRECT DAMAGES OR COSTS CAUSED BY UNAUTHORIZED NETWORK OR COMPUTER ACCESS OR VIRUSES, WORMS OR OTHER HARMFUL OR UNAUTHORIZED SOFTWARE OR HARDWARE EXCEPT TO THE EXTENT THAT SUCH DAMAGES AROSE SOLELY FROM LICENSOR'S MATERIAL BREACH OF A MATERIAL OBLIGATION OF LICENSOR UNDER THIS AGREEMENT.  NOTHING IN THE PRECEDING SENTENCE IS INTENDED TO ALTER THE LIMITATIONS OF LICENSOR'S LIABILITY UNDER SECTION 11 OF THIS AGREEMENT.

THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY LICENSOR REGARDING THE SERVICE. EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICES ARE FREE FROM DEFECTS, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY THAT THE SERVICES AND SOFTWARE ARE NON-INFRINGING.  LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET ANY REQUIREMENTS OR NEEDS CUSTOMER MAY HAVE, OR THAT THE SERVICES WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED, OR THAT THE PRODUCT IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES SO THIS DISCLAIMER MAY NOT APPLY TO CUSTOMER.

11. Limitation of Liability

EXCLUDING ANY CLAIMS FOR INFRINGEMENT OR MISAPPROPRIATION OF LICENSOR'S INTELLECTUAL PROPERTY RIGHTS, EXCEPT AS REQUIRED BY LAW, LICENSOR AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE LICENSED SERVICES, OR THE SOFTWARE (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, BUSINESS INTERRUPTION, LOST PROFITS, LOSS OF DATA OR BUSINESS INFORMATION, HARDWARE OR SOFTWARE FAILURE OR MALFUNCTION, AND REPAIR TIME VALUE OR OTHER PECUNIARY LOSS) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED.  LICENSOR'S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS LICENSE AGREEMENT OR OTHERWISE WITH RESPECT TO THE SERVICES AND SOFTWARE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEES ACTUALLY PAID BY CUSTOMER TO LICENSOR UNDER THIS AGREEMENT DURING THE PRECEDING TWELVE (12) MONTHS FOR THE LICENSED SERVICES FROM WHICH THE CAUSE OF ACTION ARISES (AND FURTHER LIMITED TO THE SITE IN CONNECTION WITH WHICH THE LICENSED SERVICES ARE USED IF THE CAUSE OF ACTION IS SPECIFIC TO THAT SITE) LESS AN AMOUNT FOR DEPRECIATION BASED ON A 36-MONTH STRAIGHT LINE DEPRECIATION CALCULATION FROM THE EFFECTIVE DATE.  

THE LIMITATIONS PROVIDED IN THIS SECTION SHALL APPLY EVEN IF ANY OTHER REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

12. Dispute Resolution

In the event of any dispute between the parties which arises under this Agreement, such dispute shall be settled by arbitration in accordance with the rules for commercial arbitration of the American Arbitration Association (or a similar organization) in effect at the time such arbitration is initiated. A list of arbitrators shall be presented to the claimant and respondent from which one will be chosen using the applicable rules. The hearing shall be conducted in the Durham County, North Carolina, unless both parties consent to a different location. The decision of the arbitrator shall be final and binding upon us both.

The prevailing party shall be awarded all of the filing fees and related administrative costs. Administrative and other costs of enforcing an arbitration award, including the costs of subpoenas, depositions, transcripts and the like, witness fees, payment of reasonable attorney's fees, and similar costs related to collecting an arbitrator's award, will be added to, and become a part of, the amount due pursuant to this Agreement. Any questions involving contract interpretation shall use the laws of North Carolina. An arbitrator's decision may be entered in any jurisdiction in which the party has assets in order to collect any amounts due hereunder.

13. Miscellaneous

13.1. Governing Law; Jurisdiction. This Agreement shall be construed, interpreted and governed by the laws of the State of North Carolina without regard to its conflicts of law provisions.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.  The exclusive forum for any disputes arising out of or relating to this Agreement shall be an appropriate federal or state court sitting in Durham County, State of North Carolina, USA.

13.2. Entire Agreement. This Agreement and its Exhibits constitutes the entire agreement between Customer and Licensor concerning the subject matter hereof.

13.3. Modification.  Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto.

13.4. Severability.  If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision or requirement will be enforced only to the extent it is not in violation of such law or is not otherwise unenforceable and all other provisions and requirements of this Agreement will remain in full force and effect.

13.5. Headings. The captions to sections of this Agreement are for convenience of reference only and do not in any way limit or amplify the terms or conditions hereof.

13.6. Relationship of Parties; Third Party Beneficiaries.  Nothing in this Agreement shall constitute or be deemed to constitute a relationship of employer and employee, agency, joint venture or partnership between the parties hereto or constitute or be deemed to constitute one party as agent of the other, for any purpose whatsoever.  Except as expressly provided herein, neither party shall have the authority or power to bind the other, or to contract in the name of or create a liability against the other, in any way or for any purpose.  Licensor will perform all services under this Agreement as an independent contractor.  No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof.

13.7. Notices. Any notice, demand or other communication required or permitted under the terms of this Agreement shall be in writing and shall be made by Federal Express, Airborne Express or other similar overnight delivery service, or by certified or registered mail, return receipt requested.  A notice shall be deemed to be received by the addressee upon receipt or, if receipt is refused or denied, then upon tender of receipt by the courier.  Notices shall be addressed as follows:

In the case of notices to Customer:

  Contact Information provided by Customer upon registration in the Registration Application of Mentoring Central.

In the case of notices to Licensor:

Innovation Research and Training, Inc.

Attention: Dr. Janis Kupersmidt

1415 W. NC Highway 54, Suite 121

Durham, NC 27707

Any party to this Agreement may from time to time change its address for notification purposes by giving the other prior written notice of the new address and the date upon which it will become effective.

EXHIBIT A

INNOVATION RESEARCH & TRAINING

ONLINE MENTORING TRAINING OR SUPPORT COURSES OR RESOURCES PROGRAM

END USER LICENSE AGREEMENT

Please carefully read these terms before using the online MENTORING training OR SUPPORT COURSES OR RESOURCES program ("Services") provided by Innovation Research & Training, Inc. ("iRT").  By clicking the "YES" button below and using iRT's SERVICES, you are entering into an agreement with iRT.  Your acceptance of this End USER License Agreement ("Agreement") acknowledges that you have read and understood the Agreement and agree to abide by ITS terms.  If you do not agree to all of the terms in the Agreement, you must not access or otherwise use the sERVICES.

This Agreement is by and between you, an individual or an individual ("User") acting on behalf of your employer, a corporation, partnership, or other legal entity that will be using iRT's Services, and iRT, a North Carolina corporation located at 1415 W. NC Highway 54, Suite 121, Durham, NC 27707. iRT is the owner of the web site through which you have requested iRT's Services.  Use of all proprietary materials provided in connection with the Services is subject to the terms and conditions of this Agreement.

1. Grant of License. In consideration for your adherence to the provisions of this Agreement, iRT grants you a personal, non-exclusive, non-transferable license to access and use iRT's Services.  To the extent that takeaway training materials ("Training Materials") are provided in connection with the Services, iRT further grants you a personal, non-exclusive, non-transferable license to maintain one (1) hardcopy of the Training Materials for the sole purpose of utilizing them in your mentoring or youth development efforts.

2. Internet as Delivery Mechanism.  User is additionally responsible for: obtaining Internet services required to access the Services; any and all fees imposed by Internet service providers for provision of Internet services; and any communications service provider charges associated therewith. User acknowledges that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet and User hereby expressly assumes such risks (to the extent the law allows User to do so). User acknowledges that User has requested access to the Services for User's convenience, has made its own independent assessment of the adequacy of the Internet as a delivery mechanism for accessing information and initiating instructions and that User is satisfied therewith.

3. Restrictions and Limitations.

a. You may not use, copy, or modify the Services or any part thereof except as expressly provided in this Agreement.  You shall not reverse engineer, decompile, disassemble, duplicate, rent, lease, loan, resell, or distribute the Services or the software underlying the Services ("Software") or any part thereof in any way including, but not limited to, making the Services or any part thereof available to others electronically or by sharing your access through providing someone else with your UserID and Password.

b. The license granted hereunder is personal to you.  Any attempt by you to transfer any of the rights, duties, or obligations hereunder shall be void and shall terminate this Agreement.

4. Use of Your Information. You acknowledge that information (i) provided to, (ii) collected by, or (iii) stored by, iRT through your use of the Services is considered non-confidential and may be disclosed to others by iRT at its discretion for business purposes.  Notwithstanding the foregoing, iRT shall treat such information as confidential and shall only disseminate such information for legitimate business purposes or if legally compelled.  Legitimate business purposes include, but are not necessarily limited to, sharing (i) contact and substantive information collected during Your interaction(s) with the Services with the Customer who purchased Your license to access the Services for its own evaluation and monitoring purposes, and (ii) Your information with third party content providers that may have contributed to the content of the Services subject to this Agreement for marketing, survey, feedback and support purposes.

5. Ownership.  The Services, including any text, software, music, sound, photographs, graphics, video, or other materials associated therewith, including all derivative works, is the property of iRT and, if applicable, its licensors.  Use of the Services is subject to applicable copyright, trademark, patent, trade secret, and other proprietary rights.  Any rights not expressly provided to you by this Agreement are reserved by and remain the property of iRT.  The Services are licensed to you, not sold.

6. Term and Termination.

a. Your license will terminate immediately if you breach this Agreement in any way. Your license may also terminate in the event of the termination or expiration of iRT's agreement with your employer, a corporation, partnership, or other legal entity that will be using iRT's Services or the end of iRT's agreement with a third-party content provider or licensor of all or part of the Services.  

b. iRT reserves the right to terminate your license at any time for any reason without prior notice to you.

7. Updates to Services. iRT may, from time to time, update the Services.  iRT does not, however, warrant or guarantee that the Services will be updated at any time during the term of this Agreement or that any defects to the Services will be corrected.

8. References.  To the extent that the Services refer to any third-party product or service, iRT does not recommend, warrant, or guarantee such product or service.  To the extent that the Services refer to any example company, organization, product, contact information, person, place, or event, such reference is fictional, and no association with any real company, organization, product, contact information, person, place, or event should be inferred.

9. Disclaimer of Warranties.

a. You expressly acknowledge that your use of the SERVICES is at your sole risk and that the SERVICES ARE provided "as is" and "as available."  iRT shall not be responsible for any damage to your computer system or loss of data resulting from your use of the SERVICES.

b. iRT, to include its third party service providers, expressly disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.  

c. iRT, to include its third party service providers, does not warrant that its SERVICES will meet your requirements; that your access to the SERVICES will be uninterrupted, timely, secure, or error free; or that the information obtained through the SERVICES is reliable or accurate.  iRT makes no warranty regarding the results obtained from the use of the SERVICES.

d. Some jurisdictions do not permit the exclusion of certain warranties.  Some of the exclusions contained in this Agreement, thus, may not apply to you.

10. Limitations of Liability.

a. iRT, to include its third party service providers, shall not be liable for any indirect, incidental, special, or consequential damages resulting from your use, or inability to use, the SERVICES; for the cost of obtaining substitute goods and services; or for any damages or loss of profits, use, data, or other intangibles even if iRT has been advised of the possibility of such damages.

b. iRT shall not be liable for any and all matters relating to this Agreement for any amount in excess of the greater of $50 or the license fees you paid OR THAT WERE PAID ON YOUR BEHALF.

c. Some jurisdictions do not permit the limitation or exclusion of liability for incidental or consequential damages.  Some of the limitations, THUS, may not apply to you.

11. Miscellaneous.

a. iRT may modify this Agreement at any time without providing prior notice to you. Such modifications shall be effective immediately upon posting the amendments to the website through which you access the Services or through other means of notifying you.  Your continued access or use of the Services shall be deemed to be your acceptance of any such amendments.

b. This Agreement shall be governed by the laws of the State of North Carolina without regard to its conflict of law provisions.  You agree to submit to the personal and exclusive jurisdiction of the courts having jurisdiction over the county in which iRT maintains its principle place of business.

c. The failure of iRT to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

d. If any portion of this Agreement is found by a court of competent jurisdiction to be invalid, the parties agree that the remaining provisions shall remain in full force and effect and that the court should attempt to give effect to the parties' intentions as reflected in the stricken portion.