Learning Channel +

Subscription and License Agreement for BenchmarkPortal’s
Learning Channel+™ (aka “LC+” or “Learning Channel Plus”™)

BenchmarkPortal’s Learning Channel+ (also “LC+” or “Learning Channel Plus)” contains a series of videos aimed at improving contact center agent performance.

This license authorizes the licensee indicated below (“Licensee”) to use LC+ (the “Licensed Content”) for a period of one year, upon payment of a licensing fee (“Licensing Fee”) to BenchmarkPortal (“Licensor”). (Note that in specified circumstances of its choosing, the Licensor may grant a complimentary trial period subscription license (“Trial”) to the Licensee for a limited period of time. Such Trial (and any and all extensions of this license, paid or complimentary, are also covered by this Agreement). BenchmarkPortal will make a Licensee-specific link for the Licensed Content available to the Licensee, which will be valid for a period of one year (or for the period of the Trial).

The Licensee will make the link and the Licensed Content available to its contact center agent staff through its trainers, supervisors, coaches, QA specialists, and others within the Licensee organization, who may benefit from access to the Licensed Content (collectively, “Licensee Staff”)

The link and the Licensed Content are not to be shared by the Licensee with anyone whatsoever outside of the Licensee Staff or for any other purpose other than internal training and coaching of Licensee Staff for the benefit of Licensee. If there are any questions regarding the limits of the term “Licensee”, this should be discussed with BenchmarkPortal to determine if a separate license agreement is needed.

The Licensing Fee for the first year is payable by the Licensee upon acceptance of this License Agreement (or upon Licensee’s decision to subscribe to LC+ pursuant to a complimentary Trial period).  Licensor will send a notice of impending expiration to the Licensee prior to the expiration date, to allow renewal of the license for a further twelve months. If the cost of the license changes, Licensee will be so advised in writing at the time of notice. Notwithstanding the foregoing, either party may terminate this License Agreement upon thirty (30) days prior written notice in the event the other party materially breaches this License Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of such breach.  Upon termination of this License Agreement, all access and use rights to the Licensed Content shall terminate.  The confidentiality, warranty disclaimer, limitation of liability and equitable relief provisions of this License Agreement shall survive termination of this License Agreement for whatever reason.

Ownership of all right, title and interest in the Licensed Content, its contents and intellectual property, remain exclusively with BenchmarkPortal, and no rights of ownership, sharing or use, beyond those indicated in this License Agreement, are conferred or transferred to the Licensee by the Licensor.  Licensor reserves all rights not explicitly granted in this License Agreement.  The Licensed Content, Licensing Fees and payment terms are confidential information of BenchmarkPortal and shall not be disclosed by Licensee to any third party. The license granted herein (and any extension thereof) is granted subject to Licensee’s compliance with all the terms of this License Agreement and payment of any applicable Licensing Fee and is a limited, non-exclusive, non-transferable, non-assignable license for the term of the License and allows Licensee to access, internally transmit and internally display the Licensed Content for internal training purposes of Licensee Staff for the benefit of Licensee.  Licensee and Licensee Staff shall not translate, reproduce, publicly display, download, distribute, redistribute, recast, edit, alter, modify, create derivative works of or otherwise exploit the Licensed Content or permit or enable any third party to do so.

Each party represents and warrants to the other party that: (i) it is duly organized, validly existing and in good standing as an entity under the laws of their jurisdiction of formation; (ii) it has full power and authority to enter into this License Agreement and to perform its obligations hereunder; (iii) the execution of this License Agreement by its representative at the end hereof has been duly authorized; and (iv) when executed and delivered, this License Agreement will constitute the valid, legal and binding obligations of such party.  EXCEPT AS EXPRESSLY PROVIDED IN THIS PARAGRAPH, LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED STATUTORY OR OTHERWISE, WITH RESPECT TO THE LICENSED CONTENT, AND SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS LICENSE AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE, OR BREACH OF THIS LICENSE AGREEMENT), REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  LICENSOR’S LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT WILL NOT EXCEED THE LICENSING FEE PAID TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE COMMENCEMENT OF THE EVENT[S] GIVING RISE TO THE CLAIM.

Licensee acknowledges that a breach by Licensee of this License Agreement may cause Licensor irreparable damages, for which an award of damages would not be adequate compensation, and agrees that, in the event of such breach or threatened breach, Licensor will be entitled to seek equitable relief, including a restraining order, orders for a preliminary or permanent injunction, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which Licensor may be entitled at law or in equity. Such remedies are not exclusive but are in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this License Agreement to the contrary.

This License Agreement, and the pricing granted to Licensee for the Licensed Content, are the sole and entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous understandings and agreements regarding this same subject matter (whether written or oral) between the parties.  Licensee may not assign or transfer this License Agreement or any rights hereunder in any manner, whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Licensor and any attempted assignment by Licensee without such consent shall be null and void.  This License Agreement, and all matters arising out of or relating to this License Agreement, shall be governed by and construed in accordance with the laws of the state of California, without giving effect to any conflicts of laws provisions.  Any lawsuit, action or other legal proceeding arising out of or related to this License Agreement shall be instituted in, and each party irrevocably submits to the exclusive jurisdiction of, the federal and state courts of Santa Barbara, California.

Thank you for subscribing to LC+.
For Licensor: BenchmarkPortal LLC
Bruce Belfiore, CEO