Terms & Conditions for License of Electronic Products

Standard Terms & Conditions for License of Electronic Products

Version: October 2018

By purchasing Electronic Products (as defined below) offered by The Myers-Briggs Company, boundthat your use of such Electronic Products will be governed by these Standard Terms & Conditions for License of Electronic Products (“Terms”) as of the date you make such purchase.

1. Definitions. The terms below are defined as follows:

1.1. “Certified Practitioner” means an individual who has successfully completed a relevant certification program for a given Restricted Instrument.

1.2. “Electronic Products” means electronic versions of The Myers-Briggs Company products that are offered via our various websites, catalogs, and services, including (but not limited to) products that are offered on the SkillsOne^®, Elevate^®, VitaNavis or MBTI^®, Online websites.

1.3. “Restricted Instrument” means assessments that may only be administered by certain Certified Practitioners or educationally eligible individuals (if applicable), and includes (without limitation) the MBTI^®, CPI 260^®, Strong Interest Inventory^®, and FIRO^®; family of instruments, as well as any future instrument that The Myers-Briggs Company may, in its sole discretion, deem to be a Restricted Instrument.

2. Limited Grant of License. Subject to these Terms, for each Electronic Product duly purchased under your account, The Myers-Briggs Company grants to you a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable, royalty-free, fully paid-up license to use and display such Electronic Product for the limited purposes specified in this Agreement.

3. Conditions of Grant of License. The limited license granted to you under these Terms is conditioned upon the following:

3.1. No Commercial Exploitation. You may not sell, rent, lease, license, redistribute for profit, or otherwise commercially exploit any Electronic Product.
3.2. No Modification. You may not alter or modify any Electronic Product. You may not sell, rent, lease, license, redistribute for profit, or otherwise commercially exploit The Myers-Briggs Company’s Electronic Products.
3.3. No Derivative Works. You may not prepare works that are derivative of any Electronic Product. In the event that you do prepare such a derivative work in violation of these Terms, you assign all copyright and other intellectual property rights that arise in those unauthorized works to The Myers-Briggs® Company in perpetuity and you waive any moral right to such works.
3.4. Limited Purpose. The limited license granted in Section 2 of these Terms shall be limited to the following purposes:
- 3.4.1. For Independent Practitioners. If you are an independent practitioner, the license granted under these Terms shall be limited to your personal training or consulting purposes.
- 3.4.2. For Organizations. If you are an organization, the license granted under these Terms shall be limited to your internal training and development purposes.
3.5. No Prohibited Uses. You may not use Electronic Products in any manner that is considered obscene, immoral, infringing, defamatory, libelous, or misleading, or otherwise to the detriment of The Myers-Briggs Company.
3.6. Copyright and Trademark Notices. You may not modify or remove any copyright or trademark notices that appear on the Electronic Products. You may not superimpose your own trademarks on Electronic Products, or take any other action that would create a likelihood of confusion as to the source of the Electronic Products.
3.7. Certified Practitioners Only. Use of some Electronic Products is restricted to Certified Practitioners. Should you intend to make use of such restricted Electronic Products, you agree that you (or anyone acting on your behalf) are authorized to make use of such restricted Electronic Products.

4. Intellectual Property. The Myers-Briggs Company reserves all rights in the Electronic Products and its other intellectual property. No transfer of rights is intended by these Terms. You agree not to challenge The Myers-Briggs Company’s ownership of the Electronic Products or their associated intellectual property rights and you agree not to take any action inconsistent with or detrimental to The Myers-Briggs Company’s proprietary rights in the Electronic Products.

5. Termination of License.

5.1. Termination by The Myers-Briggs Company. If you materially breach these Terms, then The Myers-Briggs Company may revoke the license granted to you under these Terms. If your license is terminated in this way, you will not be given a refund or credit for any affected Electronic Product(s).

5.2. Effects of Termination or Expiration. Should these Terms terminate or expire for any reason,then:

5.3.1. Halt Use of Electronic Products. You shall immediately cease and desist from making any use of the Electronic Products.

5.3.2. Destruction & Certification. You shall destroy any remaining physical copies of the Electronic Products that remain in your possession or control, and shall provide written certification of such destruction to The Myers-Briggs Company upon our written request.

6. General Provisions.

6.1. Severability. If any provision of these Terms is illegal or unenforceable, that provision is severed from these Terms and the other provisions remain in full force.

6.2. Governing Law. These Terms are to be governed by and construed in accordance with the laws of California, without regard to its conflict of laws principles.

6.3. Venue. All court actions arising out of or relating to these Terms will be heard and determined in the state or federal courts of Santa Clara County, California, and each party submits and agrees to the exclusive jurisdiction and venue of such courts for such actions.

6.4. Entire Agreement. These Terms, along with any applicable additional terms of use provided by The Myers-Briggs Company, contain the entire agreement between the parties hereto relating to the Electronic Products. All prior or contemporaneous written or oral agreements, representations, warranties, statements, or understandings by and between the parties, whether express or implied, with respect to the subject matter contained herein, are superseded by these terms.

6.5. Anti-Delegation. Any license granted under these Terms is personal to you. You may not delegate any of your duties, or sell, transfer, assign, sublicense, or otherwise dispose of the license granted by these Terms, whether by operation of law, merger, or by the sale or transfer of all or substantially all of its assets or voting securities in any other manner. Any purported assignment or transfer of the license granted under these Terms shall be void.

6.6. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE MYERS-BRIGGS COMPANY’S LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED IN THE AGGREGATE THE TOTAL AMOUNT PAID BY LICENSEE UNDER THESE TERMS. UNDER NO CIRCUMSTANCES SHALL THE MYERS-BRIGGS COMPANY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCURRED BY LICENSEE OR ANY THIRD PARTY, INCLUDING (BUT NOT LIMITED TO) LOSS OF INFORMATION, PROFITS, BUSINESS OPPORTUNITIES OR GOODWILL, EVEN IF THE MYERS-BRIGGS COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

6.7. NO EXPRESS OR IMPLIED WARRANTY. THE LICENSED CONTENT ARE PROVIDED “ASIS.” THE MYERS-BRIGGS COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE LICENSED CONTENT OTHER THAN THOSE SPECIFIED IN THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE MYERS-BRIGGS COMPANY DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY.