This Ombuds Institute Subscription Agreement (“Agreement”) is made and entered into by and between Ombuds Institute, LLC (“Ombuds Institute”), a Colorado limited liability company, and the individual or company accessing this Website and purchasing the Subscription Material (“Customer”).  By continuing with its purchase Customer agrees and accepts the terms of this Agreement     

WHEREAS, Customer desires to obtain access to the Subscription Material with respect to Customer’s information needs; and Ombuds Institute wishes to provide the services to Customer, based on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.  Services

This Agreement sets forth the terms and conditions under which Ombuds Institute agrees to provide access to six (6) modules providing Customer the tools and skills for building their ombuds practice (“Subscription Material”). Ombuds Institute hereby grants to Customer a personal, nonexclusive, nontransferable subscription during the term of this Agreement to access all software and related documentation provided by Ombuds Institute under this Agreement. Ombuds Institute may, in its sole discretion, make any changes to the software that it deems necessary to maintain or enhance the quality or delivery of Ombuds Institute’s products or services to its customers or to comply with applicable law.

Ombuds Institute shall use commercially reasonable efforts to maintain and update the Subscription Material in a professional and workmanlike manner. In the event Customer is unable to access the Subscription Material, Customer shall provide immediate notice to Ombuds Institute. Ombuds Institute shall then promptly remedy the problem as soon as commercially practicable.

Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User. Ombuds Institute reserves the right to refuse registration of, or cancel, usernames and passwords it deems inappropriate.

Customer agrees to use commercially reasonable efforts to ensure that its employees and users of all Subscription Services hereunder comply with the terms and conditions set out in this Agreement. Customer will be responsible for (i) all uses of any account that Customer has access to, whether or not Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use, and (ii) securing its account, passwords (including but not limited to administrative and user passwords), and files. Ombuds Institute is not responsible for any losses, damages, costs, expenses, or claims that result from stolen or lost passwords. Customer also agrees to refrain from taking any steps, such as reverse assembly or reverse compilation, to derive a source code equivalent to the Subscription Material. All Subscription Material furnished to Customer under this Agreement shall be used by Customer only for Customer’s internal business purposes, and shall not be reproduced or copied in whole or in part. Customer is not permitted to resell the Services. Customer shall use the Services only for lawful purposes.

All right, title, and interest in and to the Subscription Material, and all copyrights, patents, trademarks, service marks, or other intellectual property or proprietary rights relating thereto, belong exclusively to Ombuds Institute. Any modification to the software performed by Customer directly or indirectly extending the current capabilities shall be the property of Ombuds Institute and all copyrights and other rights are hereby assigned to Ombuds Institute.

2.  Contract Period

This Agreement is effective upon the acceptance and payment by Customer representatives (“Effective Date”).  Ombuds Institute shall release a new module to Customer every week after the Effective Date for a total of six (6) modules.  Ombuds Institute shall use endeavor to keep the modules available for Customer for a reasonable period of time after release, however, Ombuds Institute may alter or remove modules at any point in its reasonable discretion. 

3.  Billing and Payment

Payments are due according to the terms agreed between the parties in writing. Subscription Material will not start until the payment is received. Ombuds Institute may update and revise subscription fees at the time of renewal or upon modification of Customer’s accessibility to the Subscription Material. All amounts payable hereunder shall be paid by Customer in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason except as may be required by applicable law.

Customer shall have fourteen (14) days from the Effective Date to terminate the Agreement and receive a return of its payment if dissatisfied with the quality of the modules. In this event Customer wishes to take advantage of this Guarantee Customer must notify Ombuds Institute in writing within fourteen (14) days of the Effective Date and show that Customer has performed all lessons and coaching worksheets.  Ombuds Institute shall reimburse Customer within ten (10) of receiving notification and supporting documentation.

4.  Representations and Warranties

General. Each Party represents and warrants that it has the right and authority to enter into this Agreement, and that by entering into this Agreement, it will not violate, conflict with, or cause a material default under any other contract, agreement, indenture, decree, judgment, undertaking, conveyance, lien, or encumbrance to which it is a party or by which it or any of its property is or may become subject or bound.

Compliance with the Laws. Each Party represents and warrants that no consent, approval, or authorization of or designation, declaration, or filing with any governmental authority is required in connection with the valid execution, delivery, and performance of this Agreement. Each Party shall, at its own expense, comply with all laws, regulations, and other legal requirements that apply to it and this Agreement, including copyright, privacy, and communications decency laws.

Acceptable Use. Customer represents and warrants that it will: (a) not use the Subscription Services in a manner that: (i) is prohibited by any law or regulation, or to facilitate the violation of any law or regulation; or (ii) will disrupt a third parties’ similar use of Subscription Materials; (b) not violate or tamper with the security of any Ombuds Institute computer equipment or program. If Ombuds Institute has reasonable grounds to believe that Customer is utilizing the Subscription Material for any such illegal or disruptive purpose, Ombuds Institute may suspend the Subscription Material immediately with or without notice to Customer. Ombuds Institute may terminate the Agreement as contemplated in Section 6 if Customer in fact fails to adhere to the foregoing acceptable use standards.

DISCLAIMER. THE WARRANTIES SET FORTH IN THIS SECTION 4 ARE THE ONLY WARRANTIES MADE BY OMBUDS INSTITUTE. OMBUDS INSTITUTE DOES NOT WARRANT THAT ACCESS TO THE SUBSCRIPTION MATERIAL WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES OMBUDS INSTITUTE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. OMBUDS INSTITUTE MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, ANY RELATED SERVICE OR SOFTWARE. OMBUDS INSTITUTE HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. NO ORAL OR WRITTEN INFORMATION GIVEN BY OMBUDS INSTITUTE, ITS EMPLOYEES, LICENSORS, OR THE LIKE WILL CREATE A WARRANTY.

5.  Limitation of Liability

Excluding the liability under the section entitled “No Infringement” below, UNDER NO CIRCUMSTANCES WILL OMBUDS INSTITUTE OR ANYONE ELSE INVOLVED IN ADMINISTERING, DISTRIBUTING, OR PROVIDING THE SUBSCRIPTION MATERIAL, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR LOST PROFITS, OR DAMAGES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OMBUDS INSTITUTE’S PROGRAMS OR SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF ANY BREACH BY OMBUDS INSTITUTE OF THIS AGREEMENT, OMBUDS INSTITUTE’S LIABILITY TO CUSTOMER WILL NOT EXCEED THE AMOUNT PAID TO OMBUDS INSTITUTE BY CUSTOMER FOR THE SUBSCRIPTION MATERIAL.

No Infringement. Ombuds Institute warrants the Subscription Material will not infringe any patent, trademarks, copyright, or any proprietary rights of a third party or constitute a misuse or misappropriation of a trade secret. Customer shall notify Ombuds Institute promptly in writing of any known action brought against Customer based on an allegation that Customer’s use of any materials infringes any patent, trademark, copyright, or infringes any right of a third party, or constitutes misuse or misappropriation of a trade secret (“Infringement”). Ombuds Institute will defend, indemnify, and hold Customer harmless from any such action at Ombuds Institute’s sole expense, provided that Ombuds Institute shall have the sole control of the defense of any such action, all negotiations, and/or its settlement, and Customer reasonably cooperates with Ombuds Institute in such defense. In the event that a final injunction is obtained against Customer’s use of the Services by reason of an Infringement or Customer is otherwise prohibited from using same, Ombuds Institute shall to the extent possible and at its expense, within sixty (60) days, either (a) procure for Customer the right to continue to use the Subscription Services that are infringing, or (b) replace or modify the Subscription Services to make its use non-infringing while being capable of performing the same function. If neither option is available to Ombuds Institute, then Customer, at Customer's option, may terminate this Agreement without penalty or further payment other than payment of fees for use of the Services prior to said termination.

1.  Termination

If a Party fails to perform or observe any material term or condition of this Agreement and the failure continues un-remedied for ten (10) days after receipt of written notice, the other Party may terminate this agreement; provided, however, that where the breach is the failure of payment by Customer of any charge when due, Ombuds Institute, may, at its option, terminate or suspend Services if Customer does not cure said breach within five (5) days following notice to Customer of the delinquency. Customer shall be responsible for payment of all charges under a terminated Agreement incurred as of the effective date of termination.

Ombuds Institute may terminate the Agreement for its convenience at any time upon thirty (30) days written notice. If Ombuds Institute terminates this Agreement for its convenience, it shall reimburse Customer a pro-rata share of its unused pre-paid subscription.

2.  General Provisions & Force Majeure

• This Agreement, including any amendments and attachments hereto that are incorporated herein, constitute the entire agreement between the parties and shall be binding on the parties when accepted by Customer. No modification, termination, or waiver of any provisions of this Agreement shall be binding upon a Party unless in writing signed by an authorized officer of the relevant Party. No provision of any purchase order or other document issued by Customer, which purports to alter, vary, modify, or add to the provisions of this Agreement shall be binding upon Ombuds Institute or effective for any purpose, unless accepted by Ombuds Institute in writing. It is further expressly understood and agreed that, there being no expectations to the contrary between the parties, no usage of trade or other regular practice or method of dealing either within the computer software industry, Ombuds Institute’s industry or between the parties shall be used to modify, interpret, supplement, or alter in any manner the express terms of this Agreement or any part thereof.
• Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, or employment relationship between the parties, nor shall either Party have the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.
• The Subscription Materials shall not be exported or re-exported in violation of any export provisions of the United States or any other applicable jurisdiction.
• This Agreement may not be assigned or transferred, in whole or in part, by Customer without the prior written consent of Ombuds Institute. Any attempted assignment, subletting or transfer shall be void.
• If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
• No delay or failure of Ombuds Institute or Customer in exercising any right herein and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights herein. Any waiver by Ombuds Institute or Customer of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent or other breach.
• In the event that either Party is unable to perform any of its obligations under this Agreement (not to include a financial obligation to the other Party) or to enjoy any of its benefits because of natural disaster, terrorism, fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, labor disputes, acts of civil or military authority, war, acts of god, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, actions or decrees of governmental bodies or communication line failure not the fault of the affected Party or other causes beyond such Party’s reasonable control (a “Force Majeure Event”) the Party who has been so affected shall immediately give notice to the other Party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended.
• All notices required to be given under the Agreement shall be in writing and delivered to the address provided by the designated Party (i) by registered mail return receipt requested; or (ii) by email with delivery confirmation.
• This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and each of which together shall constitute a single instrument.