Terms & Conditions

License and Services Agreement

Effective from date: 18.3.2021

This License and Services Agreement (“Agreement”) is entered into by and between Visual Metaphors at Work® AB (“VMaW”)

and

the purchaser of VMaW courses and materials (“Customer”)

Preamble

VMaW employs carefully selected images that are used as symbols for group dynamics and culture in order to reveal undisclosed issues that are barriers to progress, creativity or communication together with associated know how as further described in Appendix 1 hereto (the “Lephorus® Technique”), and

 WHEREAS, VMaW offers online training (“Course(s)”), containing all the necessary material on how to employ the Lephorus® Technique, to in turn conduct workshops based on the Lephorus® Technique (the “Instruction Method”), and

 WHEREAS, Customer wishes to obtain from VMaW a license to:

1. Use the Lephorus® Technique,
2. Learn the Instruction Method, and
3. Obtain the necessary material be put in a position to provide workshops, based on the Course(s), to the Customer’s own customers and clients as further detailed in this Agreement.

 NOW THEREFORE, the Parties enter into this Agreement.

1. General

1.1         VMaW hereby grants to Customer, for the term of this Agreement, a non-exclusive, non-sublicensable and non-transferable right and license to use the Lephorus® method for the Course(s) selected by the Customer, Appendix 2.

1.2         The Course(s) aim to teach the Customer the Lephorus® Technique, as well as supplying the Customer with all the necessary training and material needed for the Customer to provide their own workshops using the Lephorus® Technique.

The Course(s) shall be hosted on a server and distributed via Kajabi (“Kajabi”) provided by VMaW.

1.4         This license is expressly limited to the Customer and shall not be shared or transferred.

1.5         Customer will gain access to the Course(s) through a user portal www.visualmetaphorsatwork.com (“Site”) accessible via internet browsers. The Customer will have a personal password that gives access to the Course(s). The Course(s) can be accessed via personal computers and laptops which meet the Technical Requirements, Appendix 3.

1.6         By acquiring the license for the selected Course(s), the Customer will gain access to:

1. a) “Course Material”; section 2 of this Agreement,
2. b) “Accreditation”; section 3 of this Agreement, and
3. c) “Mentoring”; section 4 of this Agreement.

1.7         By partaking in the Course(s), the Customer is provided with all the necessary Course Material to be able to learn how to employ the Lephorus ® Technique, to in turn enable the Customer to conduct workshops based on the Lephorus® Technique, i.e the Instruction Method.

1.8         Course material and videos are available on the VMaW Site up to thirty (30) days after purchase has been completed via the Site.

1.9         The Customer is prohibited from teaching the Instruction Method to anyone else. The Customer’s right is limited to providing workshops, as defined in section 1.9 of this Agreement.

1.10       By successfully completing the selected Course(s) and the accreditation module, the Customer will achieve Accreditation. Once Accreditation is achieved by the Customer (“Accredited Customer”) the Customer has the ability and right to provide workshops based on the accredited Course to the Customer’s own clients and customers (“Workshops”). The Customer’s right to provide Workshops is dependent on achieving and maintaining Accreditation by following the obligations in this Agreement.

1.11       Should an Accredited Customer fail to comply with the obligations under this Agreement, VMaW may revoke the Customer’s Accreditation. Should an Accredited Customer lose Accreditation, the Customers also lose the right to provide Workshops using the Lephorus® Technique.

1.12       The Accredited Customer shall not in any way deviate from the way the Lephorus® Technique is instructed to be used in the Course(s) while providing Workshops based on the Course(s), unless written permission is given by VMaW.

1.13       The Accredited Customer shall, whenever promoting, advertising, marketing or providing the Workshops, use the Lephorus® trademarks owned by VMaW (“Trademarks”), Appendix 4. Customer without Accreditation may not use Trademarks.

1.14       The Customer is permitted to download and save the Course Material. These documents are not meant for public distribution and shall not be shared openly on webpages or on internal or external computer networks.

1.15       The Customer is prohibited from using, selling, distributing, modifying, altering, teaching or copying any of the Course Material for any other purposes than expressly allowed in this Agreement. This includes, but are not limited to, strict prohibition for the Customer to:

1. a) teach the Instruction Method, i.e. prohibited to train or show anyone else how to provide Workshops using the Lephorus® Technique,
2. b) conduct Workshops so that the Workshop design differs from what is presented in the Course Material,
3. c) sell or modify any digital images as part of the Course Material, and
4. d) copy the physical cards.

1.16       The Customer may use the Workshop Material for the purpose of achieving Accreditation by successfully completing Course(s). The Accredited Customer may use the Workshop Material for the purpose of providing Workshops, but only to the extent it is instructed in the Instruction Material and Appendix 5.

1.17       The Customer may use the Instruction Material for the sole purpose of achieving and maintaining Accreditation.

1.18       The Customer shall take no steps in attempting to reverse engineer the Course(s) or the associated software.

2. Course Material

2.1         By entering into this Agreement the Customer will gain access to the selected Course(s). The Course(s) are hosted on a server and distributed via Kajabi (“Kajabi”) provided by VMaW.

2.2.        The Course Material for the selected Course(s) consists of:

1. a) Instruction Material, which encompasses all the necessary material for learning the Instruction Method by becoming an Accredited Customer, and
2. b) Workshop Material, which encompasses all the necessary material as to enable an Accredited Customer to provide their own Workshops based on the Course(s).

2.3         The Instruction Material is comprised of:

1. a) Instruction Videos explaining the Lephorus Technique for the Course(s).
2. b) A Workbook, which contains a series of tasks to be performed following each Instruction Video, to ensure that the Customer gains a thorough understanding of the Instruction Method as presented in the Instruction Videos.

2.4         The Workshop Material is comprised of:

1. a) Digital Images, which is a set of images necessary to provide Workshops for the associated Course, Appendix 6,
2. b) A Handbook, which contains a detailed description on the procedure for providing Workshops, Appendix 7,
3. c) a set of templates for appropriate Workshop reports, and
4. d) “Physical Cards” may be purchased.

3. Accreditation

3.1         The Customer shall, once the Module Training has been completed in accordance with the Instructional Material for the selected Course(s), and they have delivered a Lephorus® workshop to a client, together with completing a report as specified by VMaW, be considered to have achieved Accreditation and shall maintain Accreditation for three (3) years and as long as the Customer complies with the obligations set out in this Agreement.

3.2         The Customer has three (3) attempts to successfully complete the Accreditation for each selected Course. Should the Customer fail to achieve Accreditation for a selected Course the Customer may request to recover half of what has been paid for the selected Course, in accordance with section 5.

3.3         Accredited Customer will receive a digital certificate verifying Accreditation.

4. Mentoring

4.1         Mentoring is a voluntary service provided by VMaW for the benefit of the Accredited Customer. During Mentoring VMaW’s qualified personnel evaluates and gives instructions and feedback to the Accredited Customer on how to best provide Workshops.

4.2         Mentoring will be offered to the Accredited Customer at the Customer’s request to VMaW, at a time and medium of VMaW’s convenience. Thirty (30) minutes of Mentoring is included in the fees paid for team workshop and/or Career Coaching workshop. Additional Mentoring exceeding said time limit will be charged a fee in accordance with 5.1

5. Fees

5.1         All fees are those appearing on the VMaW website at the time of purchase.            

5.2         The fee includes 1 Euro one-time fee, to use specified VMaW Trademarks in accordance with Customer’s obligations under this Agreement, Appendix 4.

5.3         The fees are paid in advance by Stripe or PayPal via the Site.

5.4         The License can be accessed via the Site.

5.5         Any VAT and other sales taxes relevant to the country where the License takes place are included in the price.

5.6         VMaW reserves the right to review the pricing and take appropriate actions when changes occur.

5.9         Failure on the behalf of the Customer to successfully achieve Accreditation for any of the Customer’s selected Course(s), as described in section 3.2, will give the Customer the right to recover fifty (50) percent of their paid fees for that specific Course (“Recovery”). Recovery must be requested within one (1) month of failing to achieve Accreditation for the specific Course, otherwise Customer loses the right to Recovery.

6. Materials and Licenses

6.1         The Instruction Material and Workshop Material is property of VMaW.

6.2         Upon purchase of a Course the Customer is granted a non-exclusive, non-sublicensable and non-transferable license to use:

1. a) the Instruction Material, solely for the purpose of Customer’s own induvial training,
2. b) the Workshop Material associated with the purchased Course for the sole purpose of providing Workshops using the Lephorus® Technique, and
3. c) the trademarks Visual Metaphors at Work® and Lephorus®, for the purpose of promoting, advertising, marketing and providing Workshops.

6.2         This Course Material has been prepared, maintained, updated and distributed by VMaW.

6.3         The Customer or its customers shall not copy, share, modify, transmit, distribute, or in any way, exploit the copyrighted materials provided by VMaW, except what is expressively permitted under this Agreement, or by signed written permission from VMaW. Use for any other purpose is expressly prohibited by law and any violators will be prosecuted.

6.4         The Customer shall not attempt, or permit anyone else, to copy, use, modify, transmit, distribute, or in any way, exploit the copyrighted materials owned by VMaW, except what is expressively permitted under this Agreement, or by signed written permission from VMaW.

6.5         The materials made available by VMaW are provided "as-is" without warranties of any kind, either expressed, or implied, including, but not limited to, all implied warranties of merchantability, fitness for a particular purpose, title or non-infringement.

6.6         VMaW does not warrant that the materials will be error free including technical inaccuracies, nor free of viruses, or other harmful matter. The entire cost of any necessary service, repair, or correction, is the Customer’s responsibility.

6.7         Visual Metaphors at Work® and Lephorus® are trademarks of VMaW . Unauthorized use is prohibited.

6.8         All rights not expressly granted herein are reserved by VMaW.

7. Intellectual Property Rights - Hyperlinks

7.1         VMaW makes no warranty, either expressed or implied, of the accuracy, merchantability, fitness for a particular purpose, or non-infringement of the information provided by third parties. This includes, but is not limited to, any information found on a link located on the Site that allows users to access information found on another Site. Additionally, VMaW does not warrant the existence or functionality of any website which can be accessed through a link located on this Site.

7.2         VMaW or its third-party content providers shall retain all worldwide rights in the intellectual property in and on the Site, including, but not limited to, trademarks, service marks, trade dress, inventions, ideas, trade secrets, the source code, the HTML code, the "look and feel" of the Site, its color combinations, layout, and all other graphical elements, and the copyrights in and to its original content. You should assume that everything you read or see on the Site is copyrighted, trademarked, or otherwise protected and owned or licensed by VMaW.

7.3         Except as expressly stated on the Site or in these Terms, nothing that you read or see on the Site or in the Course(s) may be copied, reproduced, modified, distributed, transmitted, republished, displayed or performed for commercial use without the prior written consent of VMaW, except as provided in these Terms. Nothing in these Terms grants you an express or implied license to use any of VMaW intellectual property.

8. Disclaimers and Limitation of Liability

8.1         The Customer access the Site at their own risk. The Site is provided on an "as is, as available" basis without warranty of any kind, expressed, implied or statutory, and all warranties of merchantability, fitness for a particular purpose or non-infringement of third parties' rights are specifically disclaimed. VMaW does not warrant any particular result from use of the software or Site. VMaW does not warrant that the information on the Site is accurate, complete or complies with any particular law or regulation, or that the operation of and your access to the Site will be uninterrupted, error-free, virus-free or completely secure.

8.2         Under no circumstances and under no legal theory (tort, contract or otherwise) shall VMaW or any of its affiliates, agents, employees, shareholders, directors, officers, third party content providers, successors or assigns be liable to you or any other person or entity for any indirect, special, incidental, punitive or consequential damages of any character, including without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, loss of data, loss of productivity or contract, or any and all other commercial damages or losses.

8.3         Your use of this Site is at your sole risk and any content that you download is downloaded at your own discretion and risk, and you are solely responsible for any damage to your computer system in excess of the amount VMaW received for a course, and for any loss of data that results from the downloading of any such content, including any damages resulting from computer viruses.

8.4         In no event will VMaW be liable for any damages in excess of the amount VMaW received from the client for access to a Course, even if VMaW have been informed of the possibility of such damages, or for any claim by any other party.

8.5         In no event will warranties provided by law, if any, apply unless they are required to apply by statute notwithstanding their exclusion by contract.

8.6         This disclaimer is applicable to any damage or injury resulting from the negligence or an omission of VMaW, computer virus or other similar item, telecommunications errors, or unauthorized access to or use of user information through theft or any other means. VMaW is not liable for criminal, tortious, or negligent actions or omissions of third parties that affect this Site.

9. Data Protection

9.1         The Client consents to VMaW holding and processing all necessary personal data relating to the Services. VMaW shall comply with the relevant obligations under the Data Protection Regulation, and other applicable laws and associated codes of practice when processing this data.

10. Confidentiality

10.1       Any information exchanged between the Customer and VMaW (“Parties”) (including their respective representatives or advisors) ("Confidential Information"), shall be kept strictly confidential by each Party. The Parties shall neither use in any form nor disclose to any third party any Confidential Information unless explicitly authorized. The Parties shall ensure that their employees, directors and any other representatives as well as the advisors of each Party to whom any such Confidential Information is entrusted comply with these restrictions.

10.2       Without limiting the generality of the foregoing, the term Confidential Information shall include in particular:

10.2.1    any information regarding this Agreement and the commercial terms and conditions

10.2.2    any trade secrets, financial or confidential information of the VMaW or any of its Investors.

10.3       The term Confidential Information shall not include any information: (1) which as of the time of its disclosure by a Party was already lawfully in the possession of the receiving Party as evidenced by written records, or (2) which at the time of the disclosure was in the public domain, or (3) the disclosure of which was previously explicitly authorized by the respective Party.

10.4       The non-disclosure obligation shall not apply to any disclosure of Confidential Information required by law or regulations. In the event a disclosure of Confidential Information is required by law or regulations (including, without limitation, for tax, audit or regulatory purposes), the disclosing Party shall use all reasonable efforts to arrange for the confidential treatment of the materials and information so disclosed.

11. Disputes

11.1       If any dispute or controversy related to this Agreement between the Customer and VMaW arises, the Parties shall first seek to be resolve the dispute in good faith. 

11.2       In case dispute cannot be settled in good faith, as stated above, any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by the competent courts of Karlskrona, Sweden.

11.3       This Agreement shall be governed by the laws of Sweden.

APPENDIX 1: THE LEPHORUS TECHNIQUE

The Lephorus® Technique is a visual metaphor methodology using carefully selected image sets in specifically designed workshops. The copyright owner of these images is VMaW. The image sets are used as prompts to answer a specific question according to the workshop design. Some images are then used to construct a visual metaphor corresponding to the issue at hand. 

APPENDIX 2: COURSE(S) COVERED BY THIS AGREEMENT

All courses appearing in the ‘Store’ section of the VMaW website. 

APPENDIX 3: TECHNICAL REQUIREMENTS

This appendix sets out the minimum system requirements for viewing the content of the e-learning Course(s). They have been produced in Articulate Storyline 2.

Customer must have:

• Adobe Flash Player 10.3 or later, and one of the following browsers:

o            Windows: Internet Explorer 8 and later, Google Chrome (latest version), Firefox (latest version)

o            Mac: Safari 7 and later, Google Chrome (latest version)

• An internet connection with sufficient speed to view the content. This is best tried during the trial period
• An internet connection with sufficient speed to view the content. This is best tried during the trial period.
• Speakers or headphones.

The Course(s) can be accessed from personal computers and laptops that meet the Technical Requirements listed above. The Course(s) are not adapted for smartphones or tablet computers.

VMaW recommend that Customers do not open the Course(s) in browsers inside software like Lotus Notes or Groupwise as this may cause problems. 

APPENDIX 4: TRADEMARKS

Mark	Country	Number	Class
VISUAL METAPHORS AT WORK	UK UK EU WIPO AUSTRALIA CANADA US	00002644718 0000918252419 018252419 1621000 2221524 2141330 6,932,709	35, 41 35,41 35, 41 41 41 41 41
LEPHORUS	EU UK WIPO AUSTRALIA CANADA CHINA US	012333399 0000912333399 1621064 2221532 2141329 ref 1621064 6,932,710	35, 41, 45 35, 41, 45 41 41 41 41 41

 

APPENDIX 5: ALLOWED USE OF THE WORKSHOP MATERIAL

The following items, downloaded with the course material, can be copied and handed out by Customer delivering a Lephorus® workshop to their client:

• Aide-mémoire template
• Digital images for the Aide-mémoire
• Chart template
• Workshop notes

The following item(s), downloaded with the course material, can be used by Customer delivering a Lephorus® workshop to their client:

• Digital images for a whiteboard

In addition to the above, any physical image cards purchased by Customer from VMaW may be used by Customer delivering a workshop to their client. 

APPENDIX 6: DIGITAL IMAGES

The following digital images are provided for the Course(s):

1. A set to use on an electronic whiteboard
2. A set of small images to use on the Aide- Memoire
3. A power-point set of each for projection
4. Available for an additional fee: printed cards of each set
5. 3 jpgs for the warming up exercise / demonstration
6. 3 power-point images for the warming-up exercise / demonstration
7. A power-point template of the Aide-Memoire
8. A power-point template for the chart
9. Note taker pdf for each of the 16 image sets
10. 1 jpg of the Lephorus® logo to place on the whiteboard 

APPENDIX 7: HANDBOOKS AND WORKBOOK

Each Course is accompanied by a handbook detailing:

‐ the sequence of questions and the associated Lephorus® images for each of the workshops

Together with a facilitator’s handbook covering:

‐ the principles of, and attitudes in, using Lephorus®

‐ the Lephorus® process

‐ different delivery methods

‐ the note taking process

‐ the reports

‐ facilitator traps

The Workbook contains questions for self-study.

Contact Us

If you have any questions, concerns or complaints about this Terms & Conditions: License and Services Agreement, please contact us:

• By email: [email protected]

• By phone number: +46709441951

• By mail: Visual Metaphors at Work AB, Koleviksv. 17, 373 54 Senoren, Sweden.