Sales Performance International, LLC (“SPI”) provides an e-learning sales training application service (the “Service”) to persons authorized by SPI who have completed the registration process on the terms set forth herein. This Terms of Use Agreement (together with the Privacy Policy attached hereto and incorporated herein, collectively, this “Agreement”) sets forth the legally binding terms for your use of the Service. SPI MAY MODIFY THE TERMS OF THIS AGREEMENT FROM TIME TO TIME WITHOUT NOTICE TO YOU AND ANY MODIFICATION SHALL BE EFFECTIVE UPON POSTING BY SPI ON THE SITE. CLIENT AGREES TO BE BOUND BY ANY MODIFICATIONS TO THIS AGREEMENT WHEN IT USES THE SITE OR PARTICIPATES IN THE SERVICE AFTER ANY SUCH MODIFICATION IS POSTED.

BY CLICKING THE “AGREE” BUTTON (YOU MUST SCROLL TO THE BOTTOM OF THIS WINDOW TO ACTIVATE THE BUTTON) AND SUBMITTING YOUR REGISTRATION FORM, YOU EXPRESS YOUR CONSENT TO, AGREEMENT WITH, AND UNDERSTANDING OF, THE TERMS OF THIS AGREEMENT. YOU SHALL BE REFERRED TO HEREIN AS “CLIENT.” IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU WILL NOT BE ABLE TO REGISTER FOR, OR OTHERWISE ACCESS AND USE, THE SERVICE.

1. Licenses. During the Term of this Agreement, SPI hereby grants to Client a limited, nonexclusive, nontransferable license to access and use the Service via the World Wide Web at learn.solutionselling.com/mssp, or such other World Wide Website(s) as may now or hereafter be used by SPI to provide access to the Service (collectively, the “Site”), and the proprietary sales and sales management systems, and related materials, embodied in the Service or otherwise available on the Site (the “Solution Selling® Materials” and collectively with the Service, the “SPI Materials”), subject to the terms and conditions set forth herein.

2. Restrictions on Use. Client must possess a valid, active e-mail account, in full force and effect, to access and use the Service. Client shall only use the SPI Materials in connection with the sales and sales management functions of Client’s own business. Subject to the other terms hereof, Client may access the Service with the e-mail address used by Client in registration for the Service from an unlimited number of computers (but only one at any one time). Client agrees not to resell, license or sublicense for profit (or otherwise distribute to any other person) the SPI Materials (or any derivative works thereof) or otherwise provide access to the Service to any other person. SPI may, it is sole and absolute discretion, block Client’s access to the Service if SPI reasonably believes that Client’s registered e-mail address has been compromised or is otherwise being used by any other person(s) to access the Service. Client agrees not to (a) modify, alter, revise, decompile, disassemble or reverse engineer the Service, attempt to derive the source code of the Service or otherwise use the Service to develop any other computer program, (b) modify, alter, adapt or prepare derivative works of any of the other SPI Materials, provided Client shall be permitted to make an unlimited number of copies of any of the Solution Selling® Forms (as defined below) solely for use by Client in the sales and sales management functions of Client’s own business, and (c) reproduce, copy or incorporate any of the SPI Materials into any type of electronic or distance learning or any other computer software program including operating systems, application programs, applets, scripts, software tools, firmware and imbedded software, including both object code and source code versions thereof and including on its web site, provided Client shall be permitted to reproduce, copy or incorporate any of the Solution Selling® Forms into CRM or software programs (including intranet web-sites) for use by Client in the sales and sales management functions of Client’s own business. For purposes of this Agreement, “Solution Selling® Forms” shall mean the pages and other portions of the Solution Selling® Materials available for download on the Site entitled as follows: Pain Chain®, Pain Sheet®, Pipeline Milestone Worksheet, Pipeline Analysis Worksheet, Reference Story, Business Development Prompters, Value Proposition, Sponsor Letter, Power Sponsor Letter & Evaluation Plan, Go / No Go Step Completion Letter, Success Criteria, Opportunity Assessment Worksheet, Anxiety Creation, Transition Letter & Plan, Prospect Qualification Worksheet.

3. Ownership Rights. SPI retains all right, title and interest in the SPI Materials and all derivative works thereof and in all patents, copyrights, trademarks trade secrets and other intellectual property rights in or relating to the SPI Materials and all derivative works thereof. Client acknowledges and agrees that SPI has not granted Client any rights to use any service marks, trademarks, trade names or trade dress of SPI. The SPI Materials are proprietary and are or may be protected by trademark, copyright and/or trade secret law. Client will not delete any copyright or trademark notices from any SPI Materials. All proprietary notices incorporated in or fixed to any SPI Materials shall be duplicated by Client on all copies or extracts thereof and shall not be altered, removed or obscured. Client will not attempt to register any service marks, trademarks, trade names or trade dress of SPI in Client’s name. Client hereby grants SPI, its affiliates and any third party service provider engaged by SPI to support the Service a limited license to access and use any data provided by Client in connection with its use of the Service solely in connection with the operation, maintenance and administration of the Service, including without limitation, for reporting or diagnostic purposes.

4. Maintenance. During the term of this Agreement, SPI shall perform scheduled and/or emergency maintenance on the hardware, software or equipment required to host the Site and the Service. Any such maintenance may result in errors or interruptions of the Service or may otherwise materially impair Client’s access to the Site and Service. SPI will use good faith efforts to notify Client of any scheduled maintenance prior to commencement of such maintenance.

5. Term. Unless otherwise terminated in accordance with Section 6, this Agreement shall begin on the date that the Client accepts the terms hereof by clicking the “Agree” button and registering on this site (the “Effective Date”) and end on the date that is one year after the later of (a) the Effective Date, or (b) the date of the most recent courseware purchase.

6. Termination. This Agreement may be terminated by SPI if (a) Client commits any breach of this Agreement; or (b) if SPI reasonably believes that the terms and conditions of Section 2 or Section 3 have been violated; or (c) Client (or Client?s employer or other related party, as applicable) shall fail to pay to SPI any agreed-upon fees for the Service. Upon the termination of this Agreement for any reason or the expiration of the SPI Materials license, Client’s right and license to access and use the Service and other SPI Materials and any other rights granted to Client shall automatically cease. In the event of termination, Client further agrees to (i) purge all copies of any software containing the SPI Materials or any portion thereof from its system, computer storage media or any other location on or in which Client has placed such software; and (ii) return or destroy all copies of manuals, brochures or any other documentation relating to the SPI Materials. The foregoing rights and remedies shall be cumulative and in addition to all other rights and remedies available at law and in equity. In the event of any termination of this Agreement, Sections 2, 3, 6, 7, 8, 9, 10 and 13 shall survive and continue in full force and effect.

7. Warranties; Limitation of Liability. THE SERVICE AND SPI MATERIALS ARE PROVIDED “AS IS.” SPI DOES NOT WARRANT THAT THE SERVICE, THE SPI MATERIALS OR THE SITE WILL BE FREE OF INTERRUPTIONS, ERRORS, BUGS, VIRUSES OR SECURITY PROBLEMS OR THAT THE SPI MATERIALS WILL MEET CLIENT?S REQUIREMENT. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL SPI BE LIABLE TO CLIENT FOR (I) ANY ACTS OR OMISSIONS IN CONNECTION WITH OR RELATED TO THIS AGREEMENT OR THE SERVICES UNLESS SUCH ACT OR OMISSION CONSTITUTES GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR (II) ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SPI HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.

8. Nondisclosure. Client acknowledges that the SPI Materials, and all other technical, business and commercial information relating to SPI that is provided to Client, whether orally or in writing, constitute confidential and/or proprietary information of SPI (“Confidential Information”). Client shall hold the Confidential Information in strict confidence and shall use at least the same degree of care in protecting the confidentiality of the Confidential Information that Client uses to protect its own confidential information, but in no event less than reasonable case. Client shall not disclose to any third party or otherwise permit any third party access to the Confidential Information without the express written consent of SPI. Client will take reasonable steps to ensure that none of its employees or agents use, copy or disclose to any third party any Confidential Information except as permitted by this Agreement (provided that Client shall remain ultimately responsible for any unauthorized use, copying or disclosure by any of its employees or agents). Client shall promptly inform SPI of any unauthorized use, copying or disclosure of the Confidential Information, and shall reasonably assist Client in any legal or other action taken in SPI’s discretion relating to such conduct.

9. Governing Law; Jurisdiction; Venue. This Agreement and its interpretation shall be governed by and construed in accordance with the laws of North Carolina, without regard to its conflict of laws provisions. In the event that either party to this Agreement commences a lawsuit or other proceeding relating to or arising out of this Agreement, the parties agree and consent that any such action will be brought solely in the state or federal courts located in Charlotte, North Carolina. Each party hereby irrevocably waives its right to bring any action or proceeding against the other except in accordance with the preceding sentence.

10. Remedies. Client acknowledges that monetary damages will not be sufficient to avoid or compensate SPI for the violation of this Agreement, including Sections 2, 3 and 8 hereof, and that injunctive relief would be appropriate to prevent any actual or threatened breach of this Agreement by Client.

11. Assignment. Client may not assign, transfer, license or sublicense any of the rights granted to Client in this Agreement or delegate its obligations hereunder, either in whole or in part, whether by operation of law (including a change in control) or otherwise, without the prior written consent of SPI. Any attempted assignment or delegation without SPI’s written consent will be null and void.

12. Severability; Waiver. If, for any reason, a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this agreement will continue in full force and effect. No failure or delay by either party to exercise any right or remedy shall constitute a waiver of rights or remedies under this Agreement.

13. Entire Agreement. This Agreement constitutes the complete agreement between the parties and supersedes all previous agreements or representations, written or oral. Client agrees that it has not relied on any other warranties or representations in executing this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.

14. User Privacy. SPI respects your concerns about how it may gather and/or use personal information and SPI wants to protect your privacy. The Privacy Policy will govern how SPI may collect and use this data. By assenting to these Terms and using this Site, you evidence your agreement with, and understanding of, the Privacy Policy, a copy of which is provided below and is a part of this Agreement.