The B-codeTM Alliance » Terms of Use

Terms of Use

TERMS OF USE

These Terms of Use apply to the B-code™ Alliance (“Owner”) website (“Site”) and all access through any linking website. By using this Site you agree to these Terms of Use.

Owner reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use or the Site, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, Owner grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

Owner may make changes to any products or services offered on the Site, or to the applicable prices for any such products or services, at any time, with or without notice. The materials on the Site with respect to products and services may be out of date, and Owner makes no commitment to update the materials on the Site with respect to such products and services.

Owner and its representatives and agents (“Owner Group”) disclaim any general or limited warranties, including any implied warranties of merchantability, fitness for use, or other implied warranties of any kind. Owner Group shall not be responsible for, and disclaims any and all liability of any kind for any loss, liability or damage (direct, indirect, consequential, or of any kind), including any personal injury, expense, or loss which may be claimed in any way, directly or indirectly, related to your access and use of Owner’s Site or any of Owner’s products or services.

You agree that all matters relating to your access to or use of the Site, and purchase of any services or products, including all disputes, claims, or litigation will be governed by the laws of the United States and by the laws of the Commonwealth of Pennsylvania without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Allegheny County, Pennsylvania, subject to ordinary rights of appeal with any order or judgment enforceable in any court of competent jurisdiction, and waive any objection to such jurisdiction or venue. As permitted by law, you waive any right to, claim or participate in any class action or joint action with others.

Owner administers and operates the Site from its location in Pittsburgh, Pennsylvania USA. Although the Site is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Site may be available to all persons or in all geographic locations, or appropriate or available for use outside the United States. Owner reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Site is void where prohibited. If you choose to access the Site from outside the United States, you do so on your own initiative and you are solely responsible for complying with all applicable laws or regulations.

If you purchase any memberships and lessons (“B-code™ Training”) in any form, you acknowledge that the training is a non-religious program marrying both secular and faith-based approaches to understand and change one’s behavior. You voluntarily have chosen to purchase and participate in such B-code™ Training and waive any objection to same.

Membership Terms: Memberships are offered with two payment terms: monthly and yearly. You may cancel your membership by providing written notice to B-code Alliance. This cancellation must be initiated by completing the cancellation form. Once the form is submitted, a team member will contact you to confirm your cancellation.

SOFTWARE SERVICES AGREEMENT

This Software Services Agreement (“Agreement”) is entered into by and between the Customer and Think to Win LLC (the “Company”) in connection with the order form which Customer completed and accepted to obtain access to and use of the Software Services (“Order Form”), and which is made an integral part of this Agreement.

  1. Software Services. The “Software Services” covered under this Agreement include access to and use of one or more of the following training modules (as specified in the Order Form):
    • (a) “B-code Core Lessons” training materials, learning guides, video content, webinars, workbooks, and other educational and training materials delivered via software accessible through an online network connection.
    • (b) “B-code Supplemental Lessons” training materials, learning guides, video content, webinars, workbooks, and other educational and training materials delivered via software accessible through an online network connection.
    • (c) “B-code Related Information” training materials, learning guides, video content, webinars, workbooks, and other educational and training materials delivered via software accessible through an online network connection.
    • (d) “B-code Additional Resources” training materials, learning guides, video content, webinars, workbooks, and other educational and training materials delivered via software accessible through an online network connection.
  2. Permitted Users. “Permitted Users” under this Agreement includes the Customer who submitted the Order Form to obtain access to the Software Services, and any other additional Permitted Users who have been specified in the Order Form.
  3. Permitted User Equipment. “Permitted User Equipment” under this Agreement means all computer programs, computer networks, data, and hardware used by Permitted Users to access or to use the Software Services or to make copies of the Documentation (defined below), which are owned or controlled by the Customer for use by its employees and clients who are Permitted Users, and which are not provided by nor under the control of the Company.
  4. Access to Software Services.
    • (a) Permission to Access. The Company permits the Permitted Users during the Term to access and use on a limited, non-exclusive, non-sublicensable, non-transferable, and worldwide basis the Software Services and the Documentation (as defined below) at the Designated Locations and in the manner described in this Agreement. The Company grants permission to the Permitted Users during the Term to access and use the Software Services under pending United States Patent Application Serial No. 17/129,101, entitled “Computer-Based Tools and Techniques for Attitude Training and Promoting Goal Achievement” and filed on December 21, 2020, with the United States Patent and Trademark Office, and under any United States patent or patents issuing therefrom. The Company specifically reserves all other rights in and to the Software Services, the Documentation, and any intellectual property rights therein.
    • (b) Acceptable Uses. Permitted Users must use the Software Services only: (i) in a manner and for the purposes for which the Software Services were designed, (ii) in association with Permitted Users’ own information, and (iii) only for Permitted Users’ internal purposes. Permitted Users shall not change or add to the list of Permitted Users or the Designated Locations in any respect without the prior written consent of the Company.
    • (c) Prohibited Uses. All uses not permitted under this Agreement are prohibited. Permitted Users shall not: (i) disassemble, decompile, reverse engineer, or modify the Software Services; (ii) examine the Software Services with debugging, memory inspection, or disk inspection tools; (iii) rent or sublicense the Software Services; (iv) permit use of the Software Services by any person or entity who is not a Permitted User; or (v) transmit an electronic copy of the Software Services by any means.
  5. Documentation. In connection with Permitted Users accessing the Software Services, Company allows the Permitted Users to download and reproduce, in hard copy format only, copies of training guides, learning guides, syllabi, worksheets, and other training materials capable of being downloaded via the Software Services (“Documentation”), including any revised or updated versions of the Documentation that may be published by the Company from time to time. Permitted Users may reproduce copies of the Documentation for personal use by the Permitted Users, provided that such reproduction is limited to only that minimal number of copies strictly necessary for Permitted Users to adequately exploit the Software Services and the Documentation for their intended purposes.
  6. Term. This Agreement shall commence and remain in effect for one (1) year from the Effective Date (“Initial Term”), unless earlier terminated as provided herein. Upon the expiration of the Initial Term, and on each one-year anniversary date extending from the Effective Date, this Agreement shall automatically renew for another one (1) year term (“Renewal Term”), unless one party provides the other party with at least sixty (60) days’ written notice prior to end of the Initial Term and each applicable Renewal Term that the notifying party does not want to renew the Agreement. The Initial Term and Renewal Term may be referred to collectively as “Term” herein.
  7. Effect of Expiration or Termination. Upon termination or expiration of this Agreement: (a) The Company will cease providing access to Permitted Users to the Software Services and will cease all Support Services hereunder. Customer will pay the Company any applicable fees which remain outstanding and owed to the Company under this Agreement during the applicable Initial Term or any applicable Renewal Term time period. The Company reserves the right to engage technological measures to discontinue access to and use of the Software Services. (b) Expiration or termination of this Agreement for any reason will not release either party from any liabilities or obligations set forth in this Agreement which the parties have expressly agreed in writing will survive any such expiration or termination.
  8. Term: Support Services. The Company shall provide Customer with the following Support Services during the (a) Support Responsibilities. The Company agrees to the following with respect to Customer’s access and use of the Software Services in accordance with specifications for such access and use (“Specifications”) as may be defined and revised by the Company from time to time: (i) Correct material failures of the Software Services to perform in accordance with the Specifications including defect repair, programming corrections, and remedial programming, and provide such services and repairs required to maintain the Software Services so that they operate properly and in accordance with the Specifications. (ii) Provide telephone support to Permitted Users on a twenty-four (24) hours a day, seven (7) days a week basis for issues involving use or access of the Software Services. (iii) and forums; (iv) hereto as Exhibit A. (b) Provide online access to technical support bulletins and other user support information Provide the services and remedies as set forth in the Service Level Agreement attached Maintenance Updates vs. New Versions and Upgrades. The Company agrees to provide maintenance updates and similar changes (e.g., bug fixes) which the Company deems necessary in the Software Services (“Maintenance Updates”) at no additional cost to Customer. However, in the event that the Company releases a new version of the Software Services which includes significant improvement in operational efficiency, new features, or other enhancements to the existing version of the Software Services (“New Version”), the Company may require additional payment from Customer to permit access to and use of the New Version. The Company reserves the right in its sole discretion to determine whether a change to the Software Services constitutes a Maintenance Update or a New Version. Should the Company require an additional fee from Customer for the New Version, the Company agrees to negotiate in good faith with Customer regarding the amount and payment terms of such additional fee.
  9. Fees. (a) Order Form. (b) Software Services. The fees for the Software Services during the Initial Term are set forth in the Fees During Renewal Terms. The Company’s fees and rates hereunder shall be fixed during the Initial Term. Thereafter, the Company may increase such fees and rates for each Renewal Term by providing notice to Customer at least ninety (90) days prior to the commencement of each such Renewal Term.
  10. Viruses and Destructive Code. The Company shall use reasonable efforts consistent with standard computer industry practices to promote avoiding the Software Services from including or transmitting viruses, Trojan horses, worms, spyware, or other similarly destructive or malicious code to Permitted Users’ computing network and computer systems.
  11. Disaster Recovery and Business Continuity. The Company shall maintain reasonable disaster avoidance procedures consistent with standard computer industry practices designed to protect Permitted Users’ data and availability of the Software Services throughout the Term. The Company shall notify Customer as soon as practicable of any disaster or other event or security breach involving Permitted Users’ data.
  12. Audit of Use. The Company may, at its expense, audit Customer’s use of the Software Services. Audits shall be conducted during regular business hours at Customer’s place or places of business and shall not unreasonably interfere with Customer’s business activities. Audits shall be conducted no more than once annually. If, as a result of any such audit, the Company identifies any unauthorized use of the Software Services or the Documentation, then Customer shall pay any outstanding fees as provided for in the Order Form and the reasonable expenses of the Company in conducting the audit.
  13. Customer Representations and Warranties. (a) Compliance with Terms. Customer shall monitor its access and use of the Software Services and ensure that the Software Services are used only in compliance with the terms of this Agreement. Customer shall be responsible and liable for any and all non-compliance with this Agreement by Permitted Users or by any person or entity who obtains unauthorized access to the Software Services through the Permitted Users. (b) Suitability of Software Services. Customer assumes all responsibility and risk of selection, installation, use, efficiency and suitability of the Software Services, and subject to the provisions of this Agreement, the Company shall have no liability therefor. (c) Notification of Defects. Customer shall notify the Company in writing of any material defect believed to exist in the Software Services or the Documentation, and Customer shall provide to the Company all information known or reasonably available to Permitted Users regarding the alleged defect. (d) User Software and Equipment. Customer represents that it has all necessary rights to access and use the Permitted User Equipment. Customer further represents that no use of the Software Services shall be made that causes an infringement of the right of any third party as a direct result of use of the Permitted User Equipment in connection with the Software Services. Customer acknowledges that Company bears no responsibility whatsoever to maintain, repair, or otherwise ensure the proper use, operation, and functioning of the User Permitted Equipment. (e) Customer Responsibility. Customer shall be exclusively responsible for the supervision, management, and control of its use of the Software Services including, but not limited to: (i) assuring proper configuration of Permitted User Equipment; (ii) establishing adequate operating methods; and (iii) implementing procedures sufficient to satisfy Customer’s obligations under this Agreement, including as may be applicable, appropriate action between Customer and other Permitted Users to prevent misuse, unauthorized copying, modification, unauthorized access, or disclosure of the Software Services and the Documentation.
  14. No Warranty. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND RELATING TO THE SOFTWARE SERVICES OR THE DOCUMENTATION. ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED AND EXCLUDED FROM THIS AGREEMENT.
  15. Customer Independent Judgment. Customer agrees that any and all actions and policies of Customer, including related to any employees, representatives, agents, independent contractors, vendors, its customers or suppliers, and the like are totally Customer’s sole responsibility and independent from Company, its owners, directors, officers, employees, representatives, and agents and this Agreement herein incorporates Exhibit B, a copy of which is attached hereto.

EXHIBIT A – Service Level Agreement

This Exhibit describes the performance standards and service levels to be achieved by the Company in providing the Software Services:

  1. Definitions. Except as provided in this Exhibit, capitalized terms shall have the meanings set forth in the body of the Agreement. The following terms, when used in this Exhibit, shall have the following meanings:
    • (a) “Available” means the Software Services shall: (i) be available for access and use over the Internet; and (ii) provide the functionality and content required under the Agreement and applicable Work Orders.
    • (b) “Host” shall be a cloud storage service selected by the Company.
  2. Service Monitoring & Management. The Company will perform periodic monitoring and management of the Software Services to optimize availability of Software Services. Included within the scope of this section is the proactive and periodic monitoring of the Server and service components of the Company’s firewall, and the expedient restoration of components when failures occur within a reasonable time period. The Company will endeavor to maintain redundancy in key components, such that service outages are less likely to occur due to individual component failures.
  3. Corrective Action Plan. In the event of a service level failure, as determined by Company in its sole discretion, the Company shall promptly investigate the root causes of such service level failure. The Company shall devote what the Company deems to be the appropriate time, skilled personnel, systems support and equipment, and/or resources to remedy and resist any further occurrences of the service level failure.
  4. Service Outages.
    • (a) Scheduled. The Company will notify Customer of scheduled outages at least twenty-four (24) hours in advance. The Company will provide advance notice to Customer of a time estimate for any scheduled downtime exceeding twenty-four (24) hours.
    • (b) Unscheduled. Unscheduled outages are caused by loss of connectivity to the Internet, or by failure of a Company service. In cases where a destination is not Available, or unacceptable service is reported, the Company will attempt to determine the source of the problem and report its findings to Customer. The Company will have no liability to any Permitted Users whatsoever due to an unscheduled outage determined not to be the fault of a Company service.
  5. Security Breaches. In the event of an attack or breach of security against the Software Services and/or Server involving personal data associated with the Permitted Users, the Company will take reasonable steps to halt such action, including making the Software Services inoperative for a period of time deemed necessary by the Company. The Company’s actions may include, as deemed appropriate and technically feasible by Company, a combination of the following actions:
    • (a) Confirm the threat.
    • (b) Deny access from the source of the attack.
    • (c) Investigate the extent of the damage, if any.
    • (d) Back-up the affected systems and those suspected to be affected.
    • (e) Strengthen defenses associated with the suspected path that the attacker used.
    • (f) Contact the ISP where the threat or attack originated and/or law enforcement to work with the Company’s security team.
    • (g) Reinstate the denial of access after risk of further attacks is deemed by the Company to be minimized.

EXHIBIT B

Customer Independent Judgment Company (including its owners, directors, officers, employees, representatives, and agents collectively “Company Parties”) is not a partner, joint venture, or co-employer with Customer with regard to any of Customer’s contracts, and concerning any employees, representatives, agents, independent contractors, vendors, Customer customers, or suppliers or the like of Customer (collectively “Customer Agents”). Any actions taken by Customer with regard to any Customer Agents including, but not limited to, any promotions, demotions, discipline, discharge, contract terms, wages, salaries, or benefits and/or any related activities (collectively “Customer Decisions”), are made independently by Customer, without involving in any way Company Parties, based on Customer’s own independent individual decision making. Under no circumstances are Company Parties liable or responsible for any actions by Customer, but rather the use of the software services are provided merely as a resource for educational purposes. Company Parties have no liability for or involvement in any way in any Customer Decisions.