Effective Date: The date Customer completes checkout and accepts this Agreement.
This LightSpeed VT Train Your Team License Agreement ("Agreement") is entered into between Desert Sales Academy dba LightSpeed VT, a Nevada corporation ("LSVT"), and the entity or individual completing checkout ("Customer"). By completing checkout, clicking "I Agree," or accessing the Licensed Services, Customer agrees to be bound by this Agreement.
1. License Grant
Subject to Customer's compliance with this Agreement, LSVT grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the LightSpeed VT "Train Your Team" platform (the "Licensed Services") solely for the internal training, onboarding, education, and professional development of Customer's Authorized End Users.
This license does not include any right to sublicense, resell, white-label, or otherwise provide or make available the Licensed Services to any third party. Customer's use of the Licensed Services is governed by the terms of this Agreement and the applicable Order Form.
2. Authorized End Users
"Authorized End Users" means Customer's employees, contractors, agents, and affiliates who are granted access by Customer solely for internal training purposes.
Customer shall ensure that only Authorized End Users access the Licensed Services. Customer is responsible for all use of the Licensed Services by its Authorized End Users and for any breach of this Agreement by such users.
The Licensed Services may not be accessed by, or made available to, any third party outside of Customer's own organization, including but not limited to Customer's clients, customers, or business partners.
3. Internal Use Restriction and Resale Prohibition
Customer acknowledges that this Agreement is issued under LSVT's "Train Your Team" licensing model, which is designed exclusively for organizations using the Licensed Services to train their own personnel. This license does not authorize any commercial resale, redistribution, or sublicensing of the Licensed Services.
Specifically, Customer shall not, directly or indirectly:
- Resell, sublicense, white-label, or otherwise provide access to the Licensed Services to any third party, including customers, clients, or business partners of Customer, whether for compensation or free of charge;
- Use the Licensed Services as part of a product or service offering sold or provided to third parties;
- Create or manage "Locations" or sub-accounts on behalf of third-party customers or clients outside Customer's own organization;
- Allow third-party end users — meaning individuals who are not employees, contractors, or agents of Customer — to access or use the Licensed Services.
:::warning Important
If Customer's business model involves providing training to its own B2B customers — where Customer's clients access the platform as part of a commercial arrangement — this Agreement does not apply. Such use is governed by LSVT's separate Monetize License Agreement. Please contact sales@lightspeedvt.com to discuss the appropriate licensing arrangement before proceeding.
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Any use of the Licensed Services in violation of this Section constitutes a material breach of this Agreement and may result in immediate suspension or termination of access and retroactive application of LSVT's Monetize pricing for the period of unauthorized use, in addition to any other remedies available to LSVT at law or in equity.
4. Change of Use — Notification Obligation
If Customer's business model changes such that Customer begins using, or intends to use, the Licensed Services to provide training to third-party customers or clients (whether for compensation or as part of a bundled commercial offering), Customer must notify LSVT in writing at sales@lightspeedvt.com prior to commencing such use. Continued use of the Licensed Services in such a manner without executing a Monetize License Agreement constitutes a material breach of this Agreement.
5. Audit Right
LSVT reserves the right, upon reasonable written notice of at least five (5) business days, to audit Customer's use of the Licensed Services to verify compliance with the internal-use restriction set forth in Section 3. Customer agrees to provide reasonable cooperation with any such audit, including access to relevant records reflecting the identity and organizational affiliation of Authorized End Users. LSVT shall conduct any audit in a manner designed to minimize disruption to Customer's operations.
6. Fees and Payment
Customer agrees to pay the fees associated with the selected Train Your Team license as set forth in the applicable order form executed by the parties ("Order Form"). Fees, billing frequency, and usage limits are governed solely by the Order Form. In the event of a conflict between this Agreement and an Order Form with respect to pricing or billing terms, the Order Form shall govern.
All fees are non-refundable except as expressly required by applicable law. LSVT reserves the right to update pricing upon reasonable notice, with any changes taking effect at the start of the next billing period.
7. Term and Termination
This Agreement commences on the Effective Date and continues on a month-to-month basis, or for the annual term if payment is made in advance, unless otherwise stated in the Order Form.
Either party may terminate this Agreement at any time by providing written notice to the other party. Upon termination, Customer's right to access the Licensed Services will cease at the end of the then-current billing period. LSVT may suspend or terminate Customer's access immediately upon written notice in the event of a material breach of this Agreement, including but not limited to a violation of the internal-use restriction in Section 3.
The following sections survive termination of this Agreement: Section 3 (Internal Use Restriction), Section 5 (Audit Right), Section 9 (Intellectual Property), Section 12 (Disclaimer), Section 13 (Limitation of Liability), Section 14 (Indemnification), and Section 15 (Confidentiality).
8. Customer Content
Customer retains all ownership rights to content uploaded or provided by Customer ("Customer Content"). Customer represents and warrants that it has all necessary rights to use and upload such content, and that Customer Content does not infringe any third-party intellectual property, privacy, or other rights.
Customer grants LSVT a limited, non-exclusive license to host, store, and transmit Customer Content solely as necessary to provide the Licensed Services. LSVT will not use Customer Content for any other purpose.
9. Intellectual Property
The Licensed Services, including all software, technology, workflows, templates, designs, AI tools, and derivative works thereof, are and shall remain the sole and exclusive property of LSVT. No rights are granted to Customer except as expressly stated in this Agreement. Customer shall not represent that it owns or has any rights in the Licensed Services beyond the limited license granted herein.
10. Restrictions
In addition to the restrictions set forth in Section 3, Customer shall not:
- Copy, modify, reverse engineer, decompile, disassemble, or create derivative works of the Licensed Services or any component thereof;
- Access the Licensed Services for purposes of competitive analysis or to build a similar or competing product;
- Use the Licensed Services for any unlawful purpose or in violation of any applicable law or regulation;
- Remove, alter, or obscure any proprietary notices, labels, or marks on the Licensed Services;
- Attempt to gain unauthorized access to any portion of the Licensed Services or related systems or networks.
11. Availability and Support
LSVT will provide the Licensed Services in accordance with the LightSpeed VT Service Level Agreement, version 2.0, currently available at https://support.lightspeedvt.com/docs/agreement-commitment ("SLA"), which is incorporated into this Agreement by reference. In the event of a conflict between this Agreement and the SLA, this Agreement shall govern.
LSVT may update the SLA from time to time upon thirty (30) days' prior written notice to Customer. If any update materially reduces LSVT's uptime commitment or credit obligations under the SLA, Customer may terminate this Agreement without penalty by providing written notice to LSVT within thirty (30) days of receiving notice of such update. Prior versions of the SLA are archived at https://support.lightspeedvt.com/docs/agreement-commitment.
Service Credits issued under the SLA represent Customer's sole and exclusive remedy for any failure by LSVT to meet its uptime commitment. Support resources are available at https://support.lightspeedvt.com.
12. Disclaimer
THE LICENSED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LSVT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LSVT'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO LSVT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM. IN NO EVENT SHALL LSVT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, WHETHER OR NOT LSVT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. Indemnification
Customer agrees to indemnify, defend, and hold harmless LSVT and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer Content; (b) Customer's misuse of the Licensed Services; (c) Customer's violation of this Agreement; or (d) any unauthorized use of the Licensed Services by Customer's Authorized End Users.
15. Confidentiality
Each party agrees to protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Each party agrees to use such information solely in connection with performing its obligations or exercising its rights under this Agreement. "Confidential Information" means any information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
16. Order of Precedence
In the event of a conflict between this Agreement and an Order Form, the Order Form shall govern solely with respect to pricing, billing terms, license tier, and usage limits. All other terms of this Agreement shall take precedence.
17. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles. Any disputes arising under this Agreement shall be resolved exclusively in the state or federal courts located in Clark County, Nevada, and the parties hereby consent to the personal jurisdiction of such courts.
18. Entire Agreement; Amendments
This Agreement, together with the applicable Order Form, constitutes the entire agreement between the parties with respect to the Licensed Services and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties. LSVT may update this Agreement from time to time upon reasonable notice. Customer's continued use of the Licensed Services following notice of any update constitutes acceptance of the updated Agreement.
19. Acceptance
By completing checkout, clicking "I Agree," or accessing the Licensed Services, Customer acknowledges that it has read, understood, and agreed to be bound by this Agreement.
LightSpeed VT
Desert Sales Academy dba LightSpeed VT
Las Vegas, Nevada
sales@lightspeedvt.com