and meals, the fees paid for hotel and meals are non-refundable in all instances and are not available
for use as a credit for a future Event, except in the event CVI cancels the Event entirely.
4. Additional Terms and Conditions.
4.1 License to Use Licensed Products; Restrictions. Subject to Customer’s payment of the fees and
compliance with the terms of this Agreement, CVI grants to Customer, solely for the number of
participants identified in the online order (each a “Licensed User”) a revocable, non-exclusive,
non-transferable, non-assignable, term license (without the right to sub license) to use the Licensed
Products for the time period provided under this Agreement. “Licensed Products” means any platform,
modules, videos, templates, diagrams, books, ebooks, guides, documentation, electronic files,
curriculums, training content, tools, and other materials, regardless of medium, accessed by Customer or
its Licensed Users from CVI; provided Customer and its Licensed Users may not: (a) access, use,
distribute, sublicense, copy, display, transfer or otherwise provide Licensed Products to any person other
than the permitted Licensed Users; (b) decompile, disassemble, modify, adapt or otherwise
reverse-engineer any Licensed Products; (c) export, re-export or ship, directly or indirectly, Licensed
Products to any country for which the U.S. Government, any agency thereof, or any other sovereign
government, requires an export license or other governmental approval without first obtaining such
license or approval; (f) violate or attempt to violate the security of any CVI platforms or websites; or (e)
introduce into any CVI platforms or websites any viruses, worms, or other destructive mechanisms.
Customer will be responsible for the security of passwords issued to each Licensed User as well as all
activity occurring under the Licensed Users’ user IDs. Customer will promptly notify CVI of any
unauthorized use or attempted use of a password or any other security breach known to Customer or the
Licensed Users.
4.2 Use of Data. Customer agrees that CVI and its affiliates may collect and use user and usage data for the
purposes of providing Licensed Products, subject to the confidentiality provisions set forth below.
Customer hereby agrees that CVI and its affiliates may use de-identified, anonymized information
collected during the term of this Agreement for purposes of benchmarking or enhancing or developing
CVI or affiliate offerings.
4.3 Termination. Either party may terminate this Agreement if the other party fails to cure a breach hereof
within 30 days of the non-breaching party’s written notice of such breach. Upon expiration or termination
this Agreement for any reason, Customer shall immediately pay to CVI the following amounts: (i) all fees
and incurred expenses for Services and Licensed Products provided as of date of such termination; and
(ii) unless such termination is by Customer for CVI’s uncured breach pursuant to this Section, as a
cancelation fee, all remaining fees listed in this Agreement that would become due had this Agreement
not be terminated. Sections 4.2, 4.3, 4.5, 4.6 and 4.7 of this Agreement will survive any expiration or
termination hereof.
4.4 Fees; Payment Terms. All fees paid, due and owing or otherwise payable under this Agreement are
payable in advance and are non-refundable unless specified above. Customer shall be responsible for all
sales, use and excise taxes, and any other similar taxes.
4.5 Confidentiality and Intellectual Property Ownership. Licensed Products and all other information
provided by CVI hereunder is and shall be “Confidential Information” of CVI. Customer and Licensed Users
may not disclose Confidential Information to any third parties without the prior written consent of CVI. All
rights, title, and interest in and to the Licensed Products are and will remain the sole and exclusive
property of CVI. CVI reserves all rights in and to the CVI Property not expressly granted to Customer and
Licensed Users. CVI, its personnel, contractors, successors and assigns will have an irrevocable,
royalty-free, worldwide, perpetual license to use, copy, modify, create derivative works of and incorporate
into the workshops, or any Licensed Products any suggestions, enhancement requests, recommendations
or feedback provided by Customer and Licensed Users relating to, arising out of or resulting from their
access to and/or use of the Services or Licensed Products (collectively, “Feedback”).
4.6 Warranty; Liability Limitation. Customer acknowledges and agrees that the Licensed Products and
Services under this Agreement are provided “AS IS” without warranty of any kind. CVI hereby disclaims
and Customer hereby waives all express and implied warranties regarding the Services or Licensed
Products, including all implied warranties of merchantability, non-infringement, and fitness for a particular
purpose. In no event will CVI be liable to Customer, Licensed Users or any other party (or any person
claiming through such party) under any equity, common law, contract, estoppel, negligence, tort, strict
liability or any other theory, regardless of the form of action, for any consequential, exemplary, incidental,
indirect, punitive, tort or special damages even if such party has been advised of the possibility of such
damages and CVI’s aggregate cumulative liability to Customer (including Licensed Users) or any third
party arising out of this Agreement shall not exceed the amount of fees paid or payable under this