Terms and Conditions
The Website, including all of the contents, text, graphics, site design and arrangement and design of the program, the Content, including selection, arrangement and design thereof (collectively, the “Application”), is the property of Poimena Consulting, LLC, and is protected by copyright and other intellectual property laws. The Application may be used only for your personal and non-commercial use and may not be edited or modified for any purpose. By accessing the Website, you agree not to reproduce, retransmit, distribute, disseminate, display, modify, create derivative works from, “mirror” on another server, sell, publish, broadcast, transfer, or circulate, in any form or by any means, the Application to anyone. All rights not expressly granted herein are hereby reserved. Part of the Website is the Poimena Consulting, LLC Content Portal, the Poimena Consulting, LLC Blog, and the Poimena Consulting, LLC Forum (collectively the “CCP”). Poimena Consulting, LLC does not claim ownership of certain Content, including Content you (the “Author”) submit or make available for inclusion on the CCP. The Content is considered the property of its creator and therefore the liability for the opinions, accuracy and originality of the Content lies with the creator. By submitting or making available Content, Author represents that they have right to such Content and that Poimena Consulting, LLC has been granted a limited right and license to use, publish, distribute, and display the Content in the CCP.
For Content an Author wishes to submit or make available for inclusion on the CCP, each Author agrees to grant Poimena Consulting, LLC a perpetual, irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Content in any format either now known of or hereafter created, and to use the Author’s name and other identifying information provided in connection with that Content if Poimena Consulting, LLC so chooses. Poimena Consulting, LLC reserves the right, but not the obligation, of reviewing all submissions prior to posting and to not post a submission for any reason whatsoever and to do so without notification to the Author.
If you believe in good faith that any Content or other material posted on the Website infringes your copyright, please contact our agent for notice of claim of copyright infringement, at inquiry@Poimena Consulting, LLCGroup.com. You must provide the following information, which we may then forward to the alleged infringer: (a) a description of the material that you believe infringes your work, with enough detail for us to locate it on the Website; (b) your address, telephone number, and e-mail address; (c) a statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (d) a statement, under penalty of perjury, that (i) the above information is accurate, and that (ii) you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner; and (e) your physical or electronic signature. Upon receiving your complaint, we may remove the allegedly infringing content.
- DISCLAIMER OF WARRANTIES AND LIABILITY
You agree that your access to, and use of, the Website and the Content available therein is on an “as-is,” “as-available” basis, and that the use of the software is at your sole risk. Poimena Consulting, LLC specifically disclaims any representations or warranties, express or implied, as to the Content, including, without limitation, any representations or warranties of accuracy, completeness, timeliness, non-infringement, merchantability or fitness for a particular purpose. Poimena Consulting, LLC does not warrant that the Content will meet your requirements, or that the operation of the Website and/or delivery of the Content will be uninterrupted or error-free, or that defects in either will be corrected. Furthermore, Poimena Consulting, LLC does not warrant or make any representations regarding the use or the results of the use of the Content in terms of correctness, accuracy, reliability, or otherwise. No oral or written information or advice given by Poimena Consulting, LLC or its authorized representative shall create a warranty or in any way increase the scope of this warranty.
Poimena Consulting, LLC will not be liable to you or anyone else for any loss or injury caused in whole or part by its negligence or for contingencies beyond its control in procuring, compiling, interpreting, reporting or delivering the Content. In no event, including negligence, will Poimena Consulting, LLC be liable to you or anyone else for any damages (including, without limitation, direct, consequential, special, incidental, indirect or similar damages, even if advised of the possibility of such damages) arising out of the use or inability to use the Website or access Content. In no circumstance shall Poimena Consulting, LLC’ total liability to you for all damages, losses, and causes of action (whether in contract, tort, including negligence, or otherwise) exceed the amount paid by you to Poimena Consulting, LLC.
- LINKS TO THIRD PARTY SITES
The Website and Content may contain hyperlinks to websites operated by persons other than Poimena Consulting, LLC. You agree not to hold Poimena Consulting, LLC responsible for the content or operation of such websites. A hyperlink from Content on the Website and/or in the CCP to another website does not imply or mean that Poimena Consulting, LLC endorses the content on that website or the operator or operations of that site. You are solely responsible for determining the extent to which you may or should use any content at any other websites to which you might link from Content.
- ADDITIONAL LEGAL TERMS
These Terms and Conditions of Use, your rights and obligations, and all actions contemplated by these Terms and Conditions of Use will be governed by the laws of the State of New York, USA as if these Terms and Conditions of Use were a contract wholly entered into and wholly performed within the State of New York, USA. These Terms and Conditions of Use will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If any provision in these Terms and Conditions of Use is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision. These Terms and Conditions of Use are the entire and final agreement regarding the Website, the CCP and the Content therein, and supersede any prior or contemporaneous communications between Poimena Consulting, LLC and you regarding the Website, the CCP and the Content.
- USER OBLIGATIONS
(a) in consideration of your use of the Website, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You agree to provide true, accurate, current and complete information about yourself upon registration and thereafter. You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account. You agree to immediately notify Poimena Consulting, LLC of any unauthorized use of your password or account or any other breach of security. Poimena Consulting, LLC cannot and will not be liable for any loss or damage arising from your failure to comply with this Section. You agree to comply with all local rules regarding online conduct and acceptable Content, including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
(b) You agree not to use the Website to:
- Upload, post, email, transmit or otherwise make available anything:
a. That is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, false or inaccurate, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable;
b. That you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); or
- That infringes on any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party.
- Harm minors in any way;
iii. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
iv. Post any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation;
v. Post any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software of hardware or telecommunications equipment;
vi. Interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;
vii. Violate any applicable local, state, national or international law, intentionally or unintentionally;
viii. “stalk” or otherwise harass another; and/or
ix. collect or store personal data about other users.
(c) CCP: You agree to be fully responsible for your own Content. The CCP acts as a venue for you to post your Content. While Poimena Consulting, LLC has the right to refuse to post or remove, edit or abridge any Content for any reason, it is otherwise not involved in the writing or decisions in the Content. As a result, Poimena Consulting, LLC has no control over the quality, accuracy or legality of the Content. All Content posted on the CCP is the sole responsibility of the person from whom such Content originated. Because the CCP is a venue, in the event that you have a dispute with a user of the CCP, you release Poimena Consulting, LLC and its officers, members and employees from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
- TRADEMARK INFORMATION
Poimena Consulting, LLC, Poimena Consulting, LLC Blog, Poimena Consulting, LLC Forum, Poimena Consulting, LLCgroup.com, Mastering Negotiation, Constructive Candor, and Opportunities within Conflict are all trademarks or service marks of Poimena Consulting, LLC. All other trademarks, service marks and logos used in this Web Site are the property of their respective owners.
- NO CONFIDENTIAL INFORMATION
Unless otherwise agreed to in writing, any Content you transmit to or post on the Website by any means will be treated as non-confidential and nonproprietary and may be disseminated or used by Poimena Consulting, LLC or its affiliates for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By transmitting or posting Content to the Website, you grant Poimena Consulting, LLC an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute that Content or information, and you also agree that Poimena Consulting, LLC is free to use any ideas, concepts, know-how or techniques that you send us for any purpose. Notwithstanding the foregoing, use of all personal data provided to Poimena Consulting, LLC will be in accordance with the web site Privacy Statement. Poimena Consulting, LLC prohibits users of this web site from posting libelous comments, profanity, or other inappropriate material.
You are granted a limited, nonexclusive right to create a “hypertext” link to this web site provided that such link is to the entry page of this web site and does not portray Poimena Consulting, LLC or any of its partners, affiliates, products or services in a false, misleading, derogatory, or otherwise defamatory manner. Revocation of this limited right may occur at any time for any reason whatsoever. You may not use, frame, or utilize framing techniques to enclose any Poimena Consulting, LLC trademark, logo, or trade name or other proprietary information including the images found on the Website, the content of any text or the layout/design of any page, or any form contained on a page without the express written consent of Poimena Consulting, LLC.
- LINKS TO THIRD PARTY WEBSITES
A link may exist between the Website and other web sites on the World Wide Web or Internet that have no affiliation with Poimena Consulting, LLC and/or are not under the control of Poimena Consulting, LLC in any manner. If you use these links, you may leave the Website. Poimena Consulting, LLC is not responsible for any of these sites, their products/services, or their content. If you decide to access any of the third party sites linked to this site, you do so entirely at your own risk.
- LICENSE AGREEMENT
This is an Agreement between you, either individually or as an authorized representative of a single company, institution or entity, and Poimena Consulting, LLC relating to access to Licensed Content, as defined below, purchased by you. These terms and conditions do not alter in any way the terms and conditions of any other agreement you may have with Poimena Consulting, LLC regarding Content. Poimena Consulting, LLC reserves the right to update these terms and conditions of use at any time without notice. Your access and use of the Website provides your acknowledgment of and agreement to abide by these Terms and Conditions.
- “Licensed Content” as used in this Agreement means Content for which an authorization key must be issued by Poimena Consulting, LLC and provided to you in order for you to access such Content.
ii. “Subscription” is the right for a single natural person to access and use the Licensed Content. The number of Subscriptions authorized under this Agreement (“Licensed Subscriptions”) is equal to the number of unique Authentication Key issued to you by Poimena Consulting, LLC. Each Licensed Subscription (and its associated Authentication Key) can be assigned to only one person at a time, and is not transferable from one individual to another. Only persons to whom Licensed Subscriptions (and associated Authentication Key) are assigned are permitted to access and use the Licensed Content.
iii. “Term” of this Agreement shall commence upon your agreement to these terms (the “Effective Date”) and shall continue, run concurrently with, and terminate with the Licensed Content purchased by you. Once the Term ends, this license will automatically terminate and you will no longer have access to the Licensed Content.
(b) For each Licensed Subscription, Poimena Consulting, LLC grants to you a temporary, non-exclusive, non-transferable license to access those of the following Licensed Content purchased by you or your organization, which are more fully described below:
- Licensed Courseware. You are hereby granted the right to access and use the Internet-based training courses (“Courses”) which you have selected at Internet URLs specified by Poimena Consulting, LLC from time to time. Plug-ins and other executable files downloaded to you when you display the Courses may be used following the end of the Term, but only for the use of the person to which the Licensed Subscription was assigned as of the end of the license term.
ii. Secure, Organization-Specific Discussion Board. You are hereby granted the right to use Poimena Consulting, LLC’ secure, organization-specific discussion board according to the terms set forth in Section 6 above.
(c) You may not sublicense, assign, transfer, distribute or rent the Licensed Content; use, copy or modify the Licensed Content, in whole or in part, except as expressly permitted in this Agreement; permit access to the Licensed Content by more persons than the number of Licensed Subscriptions; transfer a Subscription (and associated Identification Number) from one individual to another (except upon a termination of employment) or permit persons other than the individuals to whom Subscriptions (and Identification Numbers) have been assigned to access the Licensed Content; (e) take any action designed to unlock or bypass any restrictions on number of users or access to the Licensed Content; or (d) access any of the Licensed Content after the end of the license term. There are no implied licenses. You agree not to exceed the scope of the licenses granted herein. No delay or failure to take action under this Agreement shall constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of Poimena Consulting, LLC, and no single waiver will constitute a continuing or subsequent waiver.
(d) You recognize that the Licensed Content, including any images, applets, photographs, animations, video, audio, music, text, exercises, and software code incorporated therein, is owned by Poimena Consulting, LLC, and is protected by international copyright laws and treaty provisions.
(e) You many not remove any proprietary notices, labels, or marks contained within the Licensed Content.
(f) You shall not print, copy, modify, reverse assemble, in whole or in part, Content and/or Licensed Content, or rent, lease, distribute, sell, transfer or create derivative works of the Licensed Content, either separately or included with a product, without the prior written permission of Poimena Consulting, LLC.
(g) You shall not disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent Poimena Consulting, LLC.
(h) You acknowledge that the Licensed Content contains proprietary content of Poimena Consulting, LLC, and, as such, that you will not disclose or otherwise make available to any third party any Software, Documentation, or information contained therein, in any form. You hereby agree to maintain the confidentiality of the Licensed Content and its contents, using at least as great a degree of care to maintain the confidentiality of your own most confidential information. You agree to reasonably communicate the terms and conditions of this Agreement to those persons who come into contact with the Licensed Content and to use reasonable best efforts to ensure their compliance with such terms and conditions.
(i) You agree to pay all charges for your use of the Licensed Content in the currency in which the charges are billed and at the prices displayed to you as of your selection of the Services. All charges are exclusive of value added, sales or other taxes, which you agree to pay. Payment must be made by debit or credit card designated by you for Poimena Consulting, LLC’ use during the Licensed Content registration process, and access charges are payable on the Effective Date. If payment is not received by Poimena Consulting, LLC from the card issuer or its agents, you agree to pay all amounts due upon demand of Poimena Consulting, LLC. Your card issuer’s agreement governs your use of your designated card, and you must refer to that agreement and not this Agreement with respect to your rights and liabilities as a cardholder.
(j) Disclaimer of Warranties and Limitations of Liability: THE LICENSED CONTENT IS LICENSED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND (OTHER THAN AS SPECIFICALLY SET FORTH ABOVE), EXPRESS OR IMPLIED, FROM POIMENA CONSULTING, LLC, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT. THE LICENSED CONTENT IS NOT WARRANTED TO BE ERROR FREE, TO MEET YOUR PARTICULAR REQUIREMENTS, OR TO WORK ON A PARTICULAR SOFTWARE OR HARDWARE CONFIGURATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POIMENA CONSULTING, LLC ASSUMES NO LIABILITY WHATSOEVER FOR ANY LOSS OR DAMAGE FROM ERRORS OR OMISSIONS IN THE LICENSED CONTENT, WHETHER ARISING IN CONTRACTS, NEGLIGENCE, TORT OR OTHERWISE. IN NO EVENT WILL POIMENA CONSULTING, LLC BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR ANY OTHER TYPE OF DAMAGES, ARISING OUT OF THIS AGREEMENT OR THE USE OF THE LICENSED CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL POIMENA CONSULTING, LLC’ LIABILITY ARISING OUT OF THIS LICENSE OR YOUR USE OF THE LICENSED CONTENT, REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT ACTUALLY PAID TO POIMENA CONSULTING, LLC, WHETHER ARISING IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POIMENA CONSULTING, LLC WILL NOT BE LIABLE FOR ANY LOSS OR INJURY RESULTING DIRECTLY OR INDIRECTLY FROM USE OF THE LICENSED CONTENT, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY POIMENA CONSULTING, LLC’ NEGLIGENCE OR BY CONTINGENCIES BEYOND POIMENA CONSULTING, LLC’ CONTROL. NEITHER POIMENA CONSULTING, LLC NOR ANY OF ITS SUPPLIERS ARE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY LOSS OR DAMAGE, INCLUDING LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED CONTENT, EVEN IF POIMENA CONSULTING, LLC HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF LIABILITIES OR DISCLAIMER OF IMPLIED WARRANTIES, SO THE ABOVE MAY OR MAY NOT APPLY TO YOU AS WRITTEN. POIMENA CONSULTING, LLC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT THE OPERATION OF THE LICENSED SERVICES WILL BE ENTIRELY ERROR FREE.
(k) Upon the violation of any of the provisions of this Agreement, your right to access the Licensed Services shall automatically terminate.
(l) None of the Licensed Services or underlying information or technology may be displayed, downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. Unless you immediately notify Poimena Consulting, LLC to the contrary, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
(m) If you desire to cancel your License, Poimena Consulting, LLC is not obligated to refund any portion of fees paid or to forgive any fees that remain payable, but it may consider requests for a refund or forgiveness of fees, as applicable, in its sole and absolute discretion
- EVALUATION LICENSE
You recognize that Poimena Consulting, LLC’ Licensed Content, as defined in Section 11, is not free software. Accordingly you agree to use Licensed Content for evaluation purposes only and without charge for a maximum period as determined by and agreed to by Poimena Consulting, LLC. You further agree that any unregistered use of the Licensed Content after the agreed evaluation period is in violation of international copyright laws.
- ENTERPRISE SOLUTION
An Enterprise Solution authorizes all designated employees (“Employee”), based upon the total numbers of employees, of the corporate client (“Client”) to access certain Licensed Content, as defined in Section 11, according to the terms defined by a separate Subscriber Agreement between Client and Poimena Consulting, LLC or as specified on a Poimena Consulting, LLC-generated invoice. Renewal is automatic for a subsequent term of the same length if written cancellation has not been received by Poimena Consulting, LLC at least sixty (60) days prior to the end of each term.