Sales & Membership Agreement

Sales & Membership Agreement

CAREFULLY READ THE FOLLOWING ACCESS AND MEMBERSHIP AGREEMENT FOR THE SUNSET LEARNING INSTITUTE PREMIERE AND PREMIERE PLUS TRAINING PORTAL & PROGRAMS (THE “AGREEMENT”). YOU AS THE “MEMBER” ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT BY CHECKING THE BOX BESIDE “DO YOU AGREE TO THE SALES AND LICENSE AGREEMENT?” THAT IS DISPLAYED ON THE SIGN UP PAGE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CHECK THE BOX BESIDE “DO YOU AGREE TO THE SALES AND LICENSE AGREEMENT?” AND YOU WILL NOT BECOME A MEMBER TO THE PROGRAM (DEFINED BELOW).

This Agreement is between Sunset Group, LTD dba Sunset Learning Institute (the “Licensor”) with a mailingaddress 12120 Sunset Hills Rd, Suite 100, Reston VA 20190 and the “MEMBER”, which is the person or entity purchasing a “Membership” (defined below) to the Program.

1. Definitions

(a) “PLPs” or the “Premiere Learning Packages” Program and consists of: (i) one (1) ILT Course within the membership package as selected by Member (required) (the “Class”); (ii) the complete Video Reference Library of topics within the Membership Content Area (the “Videos”); (iii) Mentoring Sessions, which are available to Members only; (iv) discounted pricing for Additional ILT “Classes”; and (iv) exclusive online educational content in many different mediums, including blog posts, articles, interviews, and more that are available by membership only. In addition, the Program may include certain additional benefits that will be available to the Member (and/or its Authorized Users) in the sole and absolute discretion of Licensor.

(b) “Use” means accessing or otherwise using any of the components or materials of the Program.

(c) “Authorized User” means the Member who is authorized to access the Program through the Membership purchased from the Licensor by the Member.

(d) “Non-Member Portal User” means a user who has been granted authorized access to the Portal but has not purchased nor has access to the PLP packages.

2. Non-Member Portal Users

Non-Member Portal Users are not subject to any of the licensing agreement that follows except for the portion about sharing or loaning rights. Non-Member Portal Users have no rights to any PLP Package components nor are they liable for any fees.

3. Grant of Rights/Administrator/Designation of Authorized Users

Licensor hereby grants to Subscriber a nonexclusive license for the number of Authorized Users to Use the Program purchased by Subscriber at this time and in the future, in accordance with the terms and conditions of this Agreement (a “Membership”). Each Membership will be valid for a period of one (1) year from the date such Membership is purchased, unless renewed or terminated sooner pursuant to the terms of this Membership Agreement.

Memberships are NOT transferable, even if the Authorized User is no longer employed by or associated with the Purchasing Organization. Authorized User access may not be shared or “loaned” to non-Authorized Users. Any additional Authorized Users must be registered and paid for as provided below. Authorized Users may be replaced at the end of the one (1) year term for any given Membership or at the end of any renewals thereof.

4. Membership Term

The term of this Membership Agreement will commence on the date that the Subscriber accepts this Agreement and completes its purchase of a Membership (the “Effective Date”) and continue for a period of one (1) year from the Effective Date (the “Initial Term”). At the end of the Initial Term, the Agreement will be subject to an “Automatic Renewal”.

Membership Agreement and all Memberships will automatically renew at the end of the Initial Term (and each one (1) year renewal period thereafter), unless Subscriber gives Licensor written notice, at least thirty 30 days before the end of the Initial Term (or the end of any renewal term), of its intention not to renew the Membership Agreement and all Memberships.

The Initial Term and any renewals or extensions thereof shall be referred to as the Term.

Notwithstanding anything to the contrary above, in the event that Subscriber purchases additional Memberships after the Effective Date or on any date other than the anniversary date of the Effective Date, this Membership Agreement will continue in full force and effect until the earlier of the expiration or other termination of all such additional Memberships.

5. Membership Fee

Subscriber agrees to pay Licensor an annual Membership fee based on the schedule set forth in Schedule A that can be found at the end of this Agreement and which is incorporated herein by this reference (the “Membership Fee”). The initial Membership Fee shall be due and payable prior to the Effective Date. Any renewal Membership Fee shall be due and payable prior to the commencement of any renewals or extensions hereof beyond the Initial Term. The Membership Fee is non-refundable, except at the sole discretion of the Licensor.

6. Termination by Licensor

Licensor shall have the right to immediately terminate this Agreement and the Subscriber’s Membership if any of the following occurs: (i) Subscriber breaches any of the terms of this Agreement or fails to perform any of its obligations hereunder; (ii) Subscriber becomes bankrupt or insolvent; or (iii) An Authorized User breaches any of the terms of this Agreement. In the event that the Licensor terminates this Agreement and the Subscriber’s Membership as provided in this Section 5, the Subscriber will not be entitled to a refund of any Membership Fee paid hereunder.

7. Effect of Termination

Upon the expiration or termination of this Membership, Subscriber will no longer have access to or be able to Use the Program.

8. Ownership of Program

Licensor retains sole and exclusive title to and ownership of the Program and all enhancements, modifications and updates of the Program, as well as any intellectual property rights associated with the Program.

9. Modification and Enhancements

Subscriber will make no efforts to reverse engineer the Program, or make any modifications or enhancements without Licensor’s express written consent, which may be granted or withheld in the Licensor’s sole and absolute discretion.

10. Warranty

THE PROGRAM IS PROVIDED “AS IS.” LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES FOR DAMAGES, INCLUDING BUT NOT LIMITED TO, SPECIAL, INDIRECT AND CONSEQUENTIAL DAMAGES, ATTORNEY FEES AND COURT COSTS ARISING FROM OR IN CONNECTION WITH THE USE OF THE PROGRAM LICENSED UNDER THIS AGREEMENT BY THE SUBSCRIBER AND ANY OF ITS AUTHORIZED USERS.

11. Confidentiality

Subscriber/Authorized Users will treat the Program as trade secrets, proprietary know-how and copyrighted materials, belonging exclusively to Licensor, that is being made available to Subscriber and its Authorized Users in confidence. Subscriber agrees to treat the Program with at least the same care as it treats its own confidential or proprietary information. Neither Subscriber nor any of its Authorized Users may copy, distribute, sell or otherwise disseminate any portion of the Program, without the prior written consent of the Licensor.

12. Attorney Fees

If any legal action becomes necessary to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.

13. General Provisions

(a) Complete Agreement: This Agreement together with all schedules or other attachments, which are incorporated herein are the sole and entire agreement between the parties. This Agreement supersedes all prior understandings, agreements and documentation relating to such subject matter.

(b) Modifications to Agreement/Membership: Modifications and amendments to this Agreement or the Membership, including any schedule or exhibit hereto, shall be enforceable only if they are in writing and are signed by authorized representatives of both parties.

(c) Applicable Law/Venue: This Agreement will be governed by the laws of the State of Virginia, without resort to its principles of conflicts of law. Venue for any action or proceeding arising out of or relating to this Agreement shall lie exclusively in Fairfax County, VA.

(d) Notices: All notices and other communications given in connection with this Agreement shall be in writing and shall be deemed given as follows:

(i) When delivered personally or sent by a nationally recognized overnight courier; or

(ii) Three days after being deposited if sent by certified mail, return receipt requested;
In addition, the Licensor may send any notice or other communication given in connection with this Agreement by email to the Subscriber. The Licensor’s address for any notice under this Agreement will be the address specified in the introductory paragraph above. The Subscriber’s mailing address and email for any notice under this Agreement, will be the address provided by the Subscriber when purchasing its Membership. Either party may change its mailing address or the Subscriber may change its email address for receiving notices under this Agreement by giving notice of the change in accordance with this paragraph.

(e) No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.

(f) Assignment: The rights conferred by the Agreement and the Membership shall not be assigned by the Subscriber without Licensor’s prior written consent, which may be granted or withheld in the Licensor’s sole and absolute discretion.

(g) Partial Invalidity: If any provision of this Agreement is determined to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

(h) Binding Agreement: Upon its execution by the parties, this Agreement shall be binding on the parties and their legal successors and assigns.

Schedule A
(Annual Membership Fees 2017)

***Non-Member Portal Users – NO FEE***
*Licensor will provide a separate quote of the Annual Membership Fee for Purchasers wishing to have multiple Authorized Users/Memberships.
**Annual Membership fees may be subject from time to time to promotional discounts.