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| CORPEDIA USER SOFTWARE LICENSE AGREEMENT (the "CUSLA") |
This Corpedia User Software License Agreement (the "CUSLA" or the "Agreement") takes effect by virtue of training courses being purchased by Licensee
from Corpedia or by clicking on the "I agree" button at the top of this screen. The Agreement is between the organization or individual (the "Licensee") that purchased the courses or clicked the "I agree" button (whether for trial or demonstration purposes or as a
paying customer of Corpedia’s, for or on behalf of the Licensed User) and Corpedia a Delaware corporation with offices at
2020 North Central Avenue, Suite 1050, Phoenix, Arizona 85004. The CUSLA applies to all Corpedia software used by the Licensee and the content therein, as well as to any associated media, printed
materials, and "on-line" or electronic documentation (collectively referred to as the "Corpedia Software").
| | License to Corpedia Software |
Subject to the terms and conditions contained herein, Corpedia grants to Licensee, and Licensee accepts, a non-exclusive, nontransferable right
and license to use the Corpedia Software for Licensed Users for Licensee’s own internal business purposes (a "licensed use"). Licensee shall not use or permit use of the Corpedia
Software, other than a Licensed Use. This includes refraining from reselling Corpedia Software unless receiving prior expressed and written permission from Corpedia. Corpedia
reserves the right to discontinue the License at any time for reasonable reason, including but not limited to any violation of the CUSLA.
| | Limitations |
Each course is intended for personal use by the purchasing individual ONLY.
Except as specifically permitted in this Agreement, Licensee shall not directly or indirectly (i) use any Corpedia software to create any software or documentation that is
similar to any of the Corpedia Software or Documentation; (ii) disassemble, decompile, reverse engineer, reverse assemble, reverse compile or reverse translate the Corpedia
Software; (iii) encumber, sublicense, transfer, rent, lease, time-share or use the Corpedia Software in any service bureau arrangement; (iv) copy, distribute, manufacture, adapt,
create derivative works of, translate, localize, port or otherwise modify any Corpedia Software; (v) train in a multiple user classroom environment, wether real or "virtual"; or (vi) permit any third party to engage in any of the foregoing proscribed acts.
| | Corpedia Software |
Corpedia shall retain all of its respective rights, title and interest (including without limitation, patents, copyrights, trade secrets, trademarks and other intellectual
property rights) in and to the Corpedia Software, and Licensee shall not take any action inconsistent with such title and ownership. Licensee will not acquire any rights or licenses,
except as expressly provided in this Agreement, under any patents, copyrights, trade secrets, trademarks or other intellectual property rights on account of this Agreement,
Licensee’s use of the Software or its performance hereunder.
| | Intellectual Property Protection |
Licensee shall not alter or remove any printed or on-screen patent, copyright, trademark, trade secret, proprietary or other legal notices contained
on or in copies of any Corpedia Software.
| | Taxes |
All payments required by this Agreement are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies and similar assessments, and Licensee agrees to bear
and be responsible for the payment of all such charges imposed upon Corpedia Software used, copied or distributed by Licensee hereunder, excluding taxes based upon
Corpedia's net income. All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any foreign government.
| | Limitation of Warranty |
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE CORPEDIA SOFTWARE IS NOT ERROR-FREE AND IS BEING PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND. CORPEDIA DOES NOT WARRANT THAT THE CORPEDIA SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS. CORPEDIA HEREBY
DISCLAIMS ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE CORPEDIA SOFTWARE INCLUDING, WITHOUT
LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
| | Not Legal Advice |
CORPEDIA MAKES NO WARRANTY, EXPRESSED OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION DISCLOSED BY
THE CORPEDIA SOFTWARE OR OF ANY INSTRUCTION PROVIDED THEREBY. Licensee agrees that Corpedia shall have no liability to Licensee relating to or resulting from the
use of such information or instruction, any errors therein or omissions therefrom. Licensee acknowledges and agrees that the Corpedia Software and the instructions provided are for
general educational purposes only and thereby are not, and shall not be relied upon as, legal advice. Licensee should seek legal advice in all instances from an attorney.
| | Limitation of Liability |
CORPEDIA'S LIABILITY FOR DAMAGES TO LICENSEE FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION
SHALL NOT EXCEED THE AGGREGATE LICENSE FEES PAID OR CREDITS PURCHASED BY LICENSEE FOR THE USE OF THE PRODUCT INVOLVED IN THE CLAIM.
CORPEDIA SHALL IN NO EVENT BE LIABLE FOR ANY LOSS OF DATA, PROFITS OR USE OF THE CORPEDIA SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL,
INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE CORPEDIA
SOFTWARE WITHOUT REGARD TO WHETHER CORPEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT
FROM ALL OTHER PROVISIONS OF THIS AGREEMENT.
| | Governing Law; Jurisdiction & Venue |
This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its choice of law
or conflict of law provisions. In the event of any conflict between foreign laws, rules and regulations and those of the United States, the laws, rules and regulations of the United States
shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Exclusive jurisdiction and venue for any litigation
arising under this Agreement is in the federal and state courts located in Maricopa County, Arizona and both parties hereby consent to such jurisdiction and venue for this purpose.
| | Export and U.S. Government Restricted Rights |
Licensee agrees it will not export or re-export the Corpedia Software without the appropriate United States and foreign
government licenses and shall otherwise comply with all applicable export control laws. If Corpedia Software is acquired by or on behalf of a unit or agency of the United States
Government (the "Government"), the Government agrees that such Software is comprised of "commercial computer software" and "commercial computer software documentation"
as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and is provided to the Government for evaluation or licensing (A) by or on behalf of civilian agencies, consistent with the
policy set forth in 48 C.F.R. 12.212; or (B) by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227-7202-1 (JUN 1995) and
227.7203-3 (JUN 1995).
| | Severability |
In the event that any provision of this Agreement shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall
affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect the remainder of such provision or any other provision of this
Agreement. The parties agree to negotiate in good faith or permit a court or arbitrator to replace such invalid, unenforceable or illegal provision
with a valid provision that is as similar as possible in substance to the invalid, unenforceable or illegal provision.
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