Contact us for pricing Negotiations and sales is the point of the spear. Your license is about $3.75 a day, but coaching is available to dramatically increase your success. You do the work, we guarantee the results. Ask us for details.
Negotiator-Pro is the most complete negotiation platform in the world. By delivering total control you always know the next step in any negotiation maximizing your opportunity for success. It's a C-Suite's secret weapon and a sales-teams's best friend.
(a) Authorized User means an employee or agent of Licensee who is granted a license to use the Software and Documentation during the term of this Agreement for Licensee's internal business purposes relating to Licensee’s business operations, has been issued a login ID and password by Negotiator-Pro (NP), and has agreed to the terms and conditions of the end-user license agreement posted at Salesforce.com.
(b) NP Confidential Information means all business or technical information of the NP that is not generally known to the public and that derives value from not being generally known, whether such information is disclosed orally or in writing. Confidential Information include software, documentation, compilations of information, methods, techniques, procedures, processes, databases, written descriptions, reports, designs, and plans, however recorded or embodied and may include trade secrets of NP. Confidential Information also includes proprietary information that NP may disclose to Licensee when providing services to Licensee pursuant to this Agreement. The Software (in source code, object code, and executable versions) and Documentation constitute Confidential Information of NP. NP Confidential Information shall not include information which is or becomes public knowledge through no fault of Licensee or as Licensee can demonstrate in writing was known prior to the disclosure thereof or as is obtained by Licensee from a third party having an unrestricted and a legal right to disclose to others.
(c) Documentation means all operator and user manuals, including on-line information and materials, relating to the use of the Software provided or accessible to Licensee in connection with this Agreement.
(d) Services means executive team coaching, internal assistant coach coaching, client site training seminar, and off-site training seminar services that may be provided by NP to Licensee in connection with Licensee’s use of the Software and Documentation.
(e) Software means the NP software and data available at the NP web site which includes Training and Lesson Materials, Daily Track, Checklist, and Logs.
(e) Services Materials means all manuals, training materials, guides, books, and other materials provided or accessible to Licensee in connection with Services provided under this Agreement.
Grant of License for Software and Documentation.
NP grants to Licensee, and Licensee accepts from NP, a nonexclusive, nontransferable license to use the Software and Documentation during the term of this Agreement for Licensee's own internal business purposes relating to Licensee’s business operations.
Restrictions on Use of Software and Documentation.
Licensee’s use of the Software and Documentation is subject to the following restrictions:
a) Licensee may not use the Software or Documentation, or authorize or permit any other person or entity to use the Software or Documentation, for any purpose other than those expressly authorized under Section 2.
b) Licensee may not sublicense, transfer or otherwise assign its rights in the Software or Documentation to any third-party nor allow any third-party to access or use the Software or Documentation, except as expressly provided in this section. If Licensee sells all or substantially all of the assets relating to Licensee’s business operations, Licensee may assign Licensee’s rights under this Agreement to continue using the Software and Documentation so long as (1) Licensee obtains NP prior written consent to the assignment (which consent will not be unreasonably withheld); and (2) the acquirer of the Licensee’s assets agrees in writing to be bound by each of the terms and conditions of this Agreement.
c) Licensee may not translate, reverse engineer, decompile, or disassemble the Software for any reason.
d) Licensee may not copy the Software, in whole or in part, without the prior written consent of NP.
e) Licensee shall permit only Authorized Users to use the Software and Documentation pursuant to the end-user agreement posted at the Salesforce.com. Authorized Users shall not share their login IDs or passwords with anyone.
Ownership of Software and Documentation.
NP retains all right, title, and interest in and to the Software and Documentation in all forms and all copies and modifications of the Software and Documentation, including all worldwide rights to patents, copyrights, trademarks, and trade secrets in or relating to the Software or Documentation. Licensee is not acquiring any right, title or interest, of any nature whatsoever in any Software or Documentation except the right to use the Software and Documentation granted under Section 2.
Ownership of Data.
NP retains all right, title, and interest in and to data entered and collected in conjunction with Licensee’s use of the Software. NP reserves the right to copy, monitor, and audit data entered by Licensee for the purpose of advising Licensee on effective use of the Software. Licensee consents to use of the data in creation of comparative data set(s) along with data entered by other Software users. Licensee also consents to sharing of its data in aggregate and anonymous form as comparative data set(s) with other users of the Software. Licensee further consents to the sharing of its aggregate and anonymous data with third parties.
Licensee assumes sole responsibility for:
(a) obtaining any software required for use of the Software, including any operating system software, database software, or third party applications software; and
(b) converting any of Licensee’s existing data files for use with the Software; and
(c) modifying network settings or connections to permit communication with the Software.
License Fees and Payments.
(a) In consideration of the license of the Software and Documentation, Licensee agrees to pay the License Fees specified in Exhibit A. Any amounts not paid on the date on which they become payable will bear interest at the rate of 5% per month until paid in full.
(b) Licensee is responsible for, and shall pay, any and all federal, state, or local taxes (other than taxes based on NP income), including sales taxes imposed in connection with the license of the Software under this Agreement. Licensee shall indemnify NP and hold NP harmless from and against any such taxes and shall promptly reimburse NP for the amount of any taxes that NP is required to pay as a result of Licensee's failure to pay such amount.
Licensee shall retain all legends relating to copyright, trademarks, patents, or confidentiality on all copies of the Software and Documentation, and Licensee shall reproduce such notices on any copies of the Software and the Documentation or any portion of the Software or Documentation.
Licensee may purchase Services pursuant to this Agreement. Licensee agrees to pay the fees for Services as specified in Exhibit A. Any amounts not paid on the date on which they become payable will bear interest at the rate of 5% per month until paid in full. Licensee’s purchase of Services may be subject to additional terms and conditions.
(a) NP warrants, for a period of ninety (90) days following Licensee’s initial access to the Software that the Software will conform in all material respects to the Documentation for the current version of the Software, provided that Licensee is using the Software in a proper manner and in compliance with all operating instructions included in the Documentation.
(b) NP does not warrant that the software will be error free or will meet Licensee’s specific needs.
(c) NP warrants that all Services performed pursuant to this Agreement will be performed by qualified personnel in a professional and workmanlike manner.
THE WARRANTIES SPECIFIED IN THIS SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. NP EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSEE ASSUMES ALL RISKS ASSOCIATED WITH OPERATING THE SOFTWARE.
Exclusive Remedies for Breach of Warranty.
If any of the warranties specified in Section 10 with respect to Software are breached, then the following terms shall apply:
(a) Licensee shall promptly notify NP of the breach and any associated details reasonably requested by NP (including a set of input capable of repeating the alleged error and a description of the occurrence and operating conditions under which it appeared) in its attempt to remedy the problem. Licensee shall cooperate with NP in re-creating the conditions that existed at the time the Software failed, if reasonably requested by NP.
(b) NP shall diligently and in good faith attempt to correct the reported error by repairing or modifying the Software within a commercially reasonable period of time.
(c) NP obligations in this section are limited to identifiable and reproducible errors.
THE FOREGOING REMEDIES ARE EXCLUSIVE AND WILL BE LICENSEE'S SOLE REMEDIES WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATING TO ANY BREACH OF WARRANTY OR OTHER FAILURE OF THE SOFTWARE TO OPERATE AS INTENDED, WHETHER BASED IN CONTRACT, BREACH OF WARRANTY, TORT, OR OTHERWISE.
Limitation of Liability.
THE LIABILITY OF NP WITH RESPECT TO THIS AGREEMENT INCLUDING ANY AND ALL CLAIMS WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED IN THE AGGREGATE THE TOTAL VALUE OF FIVE PERCENT (5%) OF ALL LICENSE FEES PAID BY LICENSEE FOR THE SOFTWARE AND DOCUMENTATION DURING THE PRECEDING TWELVE MONTHS. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE OF SOFTWARE, EVEN IF A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Licensee acknowledges that it may receive NP Confidential Information during the term of this Agreement. Licensee shall hold in strictest confidence and shall not use or disclose to any person or entity other than Licensee’s employees and authorized agents any NP Confidential Information previously or hereafter disclosed to NP by Licensee. Licensee shall take precautions as necessary to safeguard NP Confidential Information, including, but not limited to a) those taken by Licensee to protect Licensee’s own confidential information; and b) those which NP may reasonably request from time to time. Licensee shall notify NP in writing if it becomes aware of any violation of this section. Licensee shall not disclose or use NP Confidential Information for any purpose not expressly permitted in this Agreement. Licensee shall not allow the removal or defacement of any confidentiality or proprietary notice placed on NP Confidential Information. The placement of copyright notices on such items shall not constitute publication or otherwise impair their confidential nature.
Term and Termination. Licensee's license is a 1year term and is automatically renewed year to year. Licensee’s use of the Software and Documentation shall be effective until terminated in accordance with this section.
(a) Termination by Licensee. Licensee may terminate the license upon written notice to NP and compliance with the procedures described in this Agreement. Such termination shall not relieve Licensee from its obligation to pay any and all License Fees and any other fees that are owed by Licensee under this Agreement. To terminate the license, the Licensee must notify NP 60 days prior to the end of the license agreement in writing. Failure to do so will result in the Licensee taking financial responsibility for the following year’s license renewal.
(b) Termination by NP. NP may terminate the license upon written notice to Licensee should Licensee breach in any material respect any term or condition of this Agreement and fail to cure that breach:
1) in the case of a breach of a payment obligation, within ten (10) days after receipt of written notice of the breach from NP; or
2) in the case of any other breach under this Agreement, within thirty (30) days after receipt of written notice of the breach from NP.
(c) Return of Software, Documentation, and Services Materials. Upon termination of this Agreement, Licensee shall discontinue the use of and shall return to NP all copies of the Documentation and/or Services Materials and shall destroy and document in writing such destruction of any embodiments of the Documentation or Services Materials stored in or on a reusable electronic or similar medium.
(a) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Florida.
(b) Entire Agreement. This Agreement (including amendments as they may from time to time be mutually agreed upon, executed and incorporated herein) contains the full and complete understanding of the parties with respect to the subject matter hereof, and no waiver, alteration, or modification of any of the provisions hereof shall be binding unless in writing and signed by the parties to this Agreement. Neither the course of conduct between the parties nor trade usage shall act to modify or alter the provisions of this Agreement.
(c) Binding Effect. This Agreement is binding upon and inures to the benefit of the parties thereto, their legal representatives, agents, successors, and assigns.
(d) Waiver. If either party should waive or choose not to enforce any provision of this Agreement at one time, such wavier shall not bar subsequent enforcement of such provision at a later time.
(e) Enforceability. If any provision of this Agreement is declared or found to be illegal, unenforceable, or void, then both NP and Licensee shall be relieved of all obligations arising under such provision. If the remainder of this Agreement is capable of performance, it shall not be affected by such declaration or finding and shall be fully performed.
(f) Force Maieure. Except for failure to make payments when due, neither party shall be liable for loss or damage suffered as result of any delay or failure in performance under this Agreement or interruption of performance resulting directly or indirectly from acts of God, civil or military authority, acts of public enemy, war, riots, civil disturbance, insurrections, accidents, fire, explosions, earthquakes, floods, water, wind, or lightning to the extent such events are beyond the reasonable control of the party claiming excuse from liability resulting therefrom.
(g) Survival. The provisions of Sections 4, 5, 10, 11, 12, and 13 of this Agreement shall survive and continue in full force and effect notwithstanding the termination or expiration of this Agreement.
(h) Notices - Notices hereunder shall be delivered and be effective as follows: (i) written notice may be delivered in person or may be sent by courier, facsimile, express mail, or commercial equivalent, or postage prepaid or first class mail, addressed to the party as shown below and; (ii) written notice shall be effective on the date received.
2046 Treasure Coast Plaza
Vero Beach, FL 32960-0930
Attn.: James Camp