CONTENT LICENSE AGREEMENT
BY CLICKING THE BUTTON ABOVE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS. THEREFORE, PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE PROCEEDING. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS, PLEASE PROCEED NO FURTHER AND EXIT.
1. License Grant: Licensor grants you, the "End User," subject to the terms and conditions of this Agreement, a NON-ASSIGNABLE, NON-TRANSFERABLE, and non-exclusive license to use the software tutorials ("Content").
2. Scope of Use: This Agreement authorizes only an End User (with a unique, NON-TRANSFERABLE, NON-ASSIGNABLE Registration or Membership Identification Code) to use Content for its own, internal, non-commercial, in-house use. Resale of this program or any portion of its content is strictly prohibited without the expressed written consent from Safety Serve, Inc. and Professional Development Associates, Inc. If you believe that your Registration Number, name or password is/are being misused, you agree to promptly notify Licensor of such changes or misuse. Except for rights expressly granted herein, no right or license is granted to the End User under this Agreement by implication or otherwise.
3. Title. Title to the Content and any third party software embedded within such content is subject to this Agreement, all intellectual property rights and materials supplied to the End User under this Agreement shall remain the sole property of Licensor (its successors and assigns) or its suppliers. End User acknowledges and agrees that the Content is protected by United States copyright laws and international treaties.
4. Copyright Notice. © National Safety Council. This program and related materials are fully protected by United States copyright laws and are solely for the non-commercial internal use of the customer/licensee. Without the prior written consent of the National Safety Council, you agree that this program and related materials will not be rented, leased, loaned, sold, transferred, assigned, broadcast in any media, publicly exhibited, reproduced, copied, recorded, stored in a retrieval system or transmitted in any form or by any means, electronic, mechanical, or otherwise.
5. Warranty: Limitation of Liability. LICENSOR PROVIDES "AS IS" WITHOUT ANY WARRANTY OF ANY KIND OF CONTENT. LICENSOR DOES NOT WARRANT CONTENT IS ERROR FREE OR THAT ITS OPERATION SHALL BE UNINTERRUPTED, FUNCTIONS CONTAINED THEREIN WILL MEET REGISTERED USER'S REQUIREMENTS, OR THAT IT WORKS WITH ANY CONFIGURATION. LICENSOR DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. THE ENTIRE RISK ASSOCIATED WITH USE OF CONTENT AND ITS QUALITY, PERFORMANCE, AND ACCURACY IS ASSUMED BY THE REGISTERED USER. THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE LICENSED CONTENT INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE EXTENT OF LICENSOR'S LIABILITY UNDER THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER REMEDIES IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO THE PRO-RATA PORTION OF THE UNUSED FEES PAID BY THE END USER FOR THE SPECIFIC USE. UNDER NO CIRCUMSTANCES, SHALL LICENSOR BE LIABLE FOR LOSS OF DATA OR RECORDS THAT MAY ARISE IN CONNECTION WITH THE USE OF THE LICENSED SOFTWARE, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS), REGARDLESS OF WHETHER LICENSOR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OR THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING ANY OF THE FOREGOING, THE MAXIMUM LIABILITY OF LICENSOR TO LICENSEE UNDER THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF THE LICENSE FEE ACTUALLY RECEIVED BY LICENSOR FROM LICENSEE FOR THE LICENSED SOFTWARE.
6. Term Termination: This Agreement is effective upon the date of execution until terminated. TERMINATION OF THIS AGREEMENT DOES NOT NEGATE ANY OBLIGATIONS THAT BY THE VERY NATURE OF THOSE OBLIGATIONS EXTEND BEYOND THE TERMINATION OF THIS AGREEMENT.
7. Compliance with Laws: Notwithstanding the laws of any other jurisdiction, Licensee shall use and treat the Content in accordance with all applicable laws, rules, and regulations, including, without limitation, the Export Administration Act and associated regulations, and shall obtain all licenses required in connection with the use and treatment of the Content. To the extent applicable, if the Content or any software code (together, "Software") and any other materials delivered in connection with this Agreement, including Documentation, is acquired by or on behalf of a unit or agency of the United States government, the government agrees that such Software or Documentation is "commercial computer software" or "commercial computer software documentation" and that, absent a written agreement to the contrary, the government's right with respect to such Software or Documentation are limited by the terms of this Agreement, pursuant to FAR §12.212(a) and/or DFARS §227.7202-1(a), as applicable.
8. Content The information and recommendations contained in this program have been compiled from sources believed to be reliable and to represent the best opinion on the subject when this program was developed. No warranty, guarantee, or representation is made by the National Safety Council, Professional Development Associates, Inc., or other distributors of this program as to the absolute correctness or sufficiency of any information or representation contained in the program, and the National Safety Council and Professional Development Associates, Inc. assume no responsibility in connection therewith, nor can it be assumed that all acceptable safety measures are included in the program, or that other or additional measures may not be required under particular or exceptional conditions or circumstances.
9. Miscellaneous: This Agreement contains the entire understandings of the parties, and supersedes all prior agreements or understandings related to the subject matter herein, oral or written. Except as specifically set forth herein, this Agreement may be amended or terminated only by a written instrument executed by an authorized officer of Licensor and Licensee. No course of conduct, action or inaction on behalf of Licensor or Licensee shall be deemed to be a waiver of any of Licensor's or Licensee's rights, respectively. Each party shall be excused from delays in performing or from it failure to perform hereunder to the extent that such delays or failures result from causes beyond the control of such party; provided that, in order to be excused from delay or failure to perform, such party diligently acts to remedy the cause of such delay or failure. If any term(s), provision(s), covenant(s), or condition(s) of this Agreement is (are) held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and in no way shall be affected, impaired, or invalidated.
This Agreement shall be construed and enforced in accordance with the laws of the State of Michigan, excluding conflict of law principles, and the laws of the United States, excluding the United Nations Convention on the International Sale of Goods. You consent to the service of process and to the non-exclusive jurisdiction of the federal and state courts sitting in the State of Michigan. You may bring no action, regardless of form, arising out of this Agreement, more than two years after the cause of action has arisen.
