Module License Agreement

THE INTERNATIONAL ASSOCIATION FOR CONTINUING EDUCATION AND TRAINING

LICENSE AGREEMENT

We are pleased that you have chosen to purchase a license to use the IACET Online - On Demand Modules (the "Online Modules").   As a condition to accessing and/or using the Online Modules, please note that the International Association for Continuing Education and Training ("IACET") requires all users/licensees to accept the following terms and conditions.

ACCORDINGLY, BEFORE ACCESSING AND/OR USING THE ONLINE MODULES, YOU SHOULD READ CAREFULLY THE FOLLOWING BINDING TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT (THE “LICENSE AGREEMENT”) AS THEY GOVERN YOUR ACCESS TO AND USE OF THE ONLINE MODULES.  IACET IS WILLING TO GRANT A LIMITED IN SCOPE AND DURATION, REVOCABLE, NON TRANSFERABLE AND NON-EXCLUSIVE LICENSE TO ACCESS AND/OR MAKE USE OF THE ONLINE MODULES ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT. 

BY ACCEPTING THIS AGREEMENT YOU AGREE THAT BY ACCESSING OR USING ANY PART OF THE ONLINE MODULES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, YOU UNDERSTAND ITS TERMS AND CONDITIONS AND THAT YOU AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY EACH OF ITS TERMS AND CONDITIONS.

TERMS AND CONDITIONS

1. LICENSE GRANT.  Conditioned upon your continued compliance with the terms and conditions of this License Agreement and payment of the applicable module licensing fee or royalty to IACET, this License Agreement grants you a revocable, limited (in scope and duration), non-exclusive, nontransferable license to access and make use of the Online Modules for One Hundred and Eighty (180) days from the date the license takes effect only and solely in connection with your own continuing education and training courses/programs. This license permits you to access and make use of the Online Modules solely in connection with webinars, case studies and resource documents made available through the modules.  Notwithstanding the foregoing, any rights granted hereby are licensed and not sold or otherwise transferred or assigned to you or any third party.  References to "you" or "user" mean the corporate or individual licensee and user of the Online Modules and any permitted successor, assign, transferee, heir, or representative thereof. This license shall not extend to allow access to or use of the Online Modules by individuals or business entities outside of your specific CE/T division, organization or business. You further warrant that you shall use your best efforts to ensure that the Online Modules that are the subject of this license shall not be made available to parties outside of your company without the prior written consent of IACET. This warranty shall survive the termination or expiration of this limited license for any reason.
2. LICENSE GRANT RESTRICTIONS.  Except as provided above, you may not modify, alter, translate, create derivative work(s) of, distribute, broadcast, transmit, reproduce, publish, license, sub-license, transfer, sell, exploit, rent, timeshare, outsource, provide on a service bureau basis, lease, grant a security interest in, assign or transfer any right(s) in, or otherwise use in any manner not expressly permitted herein the Online Modules or any part thereof.  In addition, you may not remove or alter any proprietary notice on the Online Modules or use any portion of the Online Modules independently from the modules as a whole.  All rights not expressly granted to you herein are hereby reserved to IACET.
3. USER OBLIGATIONS.  By accessing and/or using the Online Modules, you herby warrant and agree that you shall abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Online Modules.  You further warrant and agree to assume any and all responsibility for acts, omission, or uses related to your access to and/or use of the Online Modules.  IACET hereby disclaims any and all responsibility or liability for any claims, actions, causes of action, liabilities, judgments, injuries or damages to persons or property, and expenses, including, but not limited to, attorneys’ fees and court costs, that arise out of or result from, either directly or indirectly, your access to and/or use of the Online Modules. 
4. PROPRIETARY RIGHTS.  IACET and/or its licensors, as applicable, retain all ownership right, title, and interest in and to all programs, procedures, information, and documentation associated with the Online Modules.  INTERNATIONAL ASSOCIATION FOR CONTINUING EDUCATION AND TRAINING, IACET, and all other names, logos, and icons identifying IACET and its products and services are proprietary trademarks of IACET, and any use of such marks without the express written permission of IACET is strictly prohibited.  Except as expressly provided herein, IACET does not grant any express or implied right to you or any other person under any intellectual or proprietary rights.  Accordingly, unauthorized access to and/or use of the Online Modules may violate intellectual property or other proprietary rights laws as well as other domestic and international laws, regulations, and statutes, including, but not limited to, United States copyright, trade secret, patent, and trademark law. 
5. CONFIDENTIALITY.  You acknowledge and agree that the Online Modules contain proprietary trade secrets and confidential information of IACET (the "Confidential Information").  You agree to secure and protect the confidentiality of this Confidential Information of IACET in a manner consistent with the maintenance of IACET's rights therein, using at least as great a degree of care as you use to maintain the confidentiality of your own confidential information of a similar nature, but in no event using less than reasonable efforts.  You shall not, nor permit any third party to, sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Information to third parties, except as expressly authorized in this Agreement.
6. SUBMISSIONS.  IACET welcomes your feedback and suggestions about how to improve the Online Modules.  You agree that IACET shall have the perpetual, royalty-free, and irrevocable right to use such feedback and suggestions in any manner it deems desirable without providing any consideration, attribution, or payment to you.
7. WARRANTY DISCLAIMER.  IACET MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, PROGRAMS, PRODUCTS, SERVICES, AND MATERIALS ASSOCIATED WITH THE ONLINE MODULES FOR ANY PURPOSE.  THE ONLINE MODULES AND ANY SUCH INFORMATION, PROGRAMS, PRODUCTS, SERVICES, AND MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS WELL AS ANY WARRANTY RELATED TO THE use, or the results of the use, of the ONLINE MODULES or ANY documentation associated therewith in terms of correctness, accuracy, reliability, or otherwise.  THE ENTIRE RISK AS TO THE QUALITY OF AND RESULTS FROM THE USE OF THE ONLINE MODULES IS WITH YOU. 
8. LIMITATION OF LIABILITY.  YOU AGREE THAT IN NO EVENT SHALL IACET BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE ONLINE MODULES BY YOU OR ANYONE ELSE OR FOR ANY INFORMATION, PROGRAMS, PRODUCTS, SERVICES, AND MATERIALS AVAILABLE WITH OR THROUGH THE ONLINE MODULES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  WITHOUT LIMITATION OF THE FOREGOING, THE TOTAL LIABILITY OF IACET FOR ANY REASON WHATSOEVER RELATED TO USE OF THE ONLINE MODULES OR FOR ANY CLAIMS RELATING TO THIS AGREEMENT OR THE ONLINE MODULES SHALL NOT EXCEED $5,000 (USD).
9. INDEMNITY.  You hereby warrant that you shall defend, indemnify, and hold harmless IACET and its affiliates, employees, licensors, agents, directors, officers, partners, representatives, shareholders, attorneys, predecessors, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses)  arising out of or resulting from your access to and/or use of the Online Modules or related to any breach by you of this License Agreement. Such warranty shall survive the termination or expiration of this License for any reason.
10. GOVERNING LAW.  This License Agreement has been made in and will be construed and enforced solely in accordance with the laws of the Commonwealth of Virginia as applied to agreements entered into and completely performed in Virginia.  Any dispute, controversy, or claim between the parties arising out of or in connection with this License Agreement as to its conclusion, existence, validity, interpretation, performance, or non-performance, breach, termination, and the assessment of damages including claims in tort whether arising before or after the termination of the License Agreement shall be resolved in accordance with this Agreement.  Accordingly, you agree that any action to enforce this License Agreement will be brought solely in the federal or state courts in Fairfax, Virginia, U.S.A., and all parties to this License Agreement expressly agree to be subject to the jurisdiction of such courts. 
11. TERM AND TERMINATION.  This License Agreement and your right to access and/ or make use of the Online Modules will take effect at the moment you select "I ACCEPT" or you access, or use the Online Modules, whichever occurs first, and is effective until terminated as set forth below.  This License Agreement will terminate automatically if you fail to comply with any of the terms and conditions described herein, including by exceeding the scope of the license.  Termination or expiration of this License Agreement will be effective without notice.  You may also terminate at any time by ceasing to use the Online Modules, but all applicable provisions of this Agreement will survive termination, as outlined below.  Upon termination or expiration for any reason, you shall return, destroy, or delete from your system all copies of the Online Modules (and any associated materials) in your possession.  The provisions concerning proprietary and intellectual property rights, submissions, confidentiality, indemnity, disclaimers of warranty and liability, termination, and governing law will survive the termination or expiration of this License Agreement for any reason. 
12. MISCELLANEOUS.  The parties agree that this License Agreement is for the benefit of the parties hereto.  Failure to insist on strict performance of any of the terms and conditions of this License Agreement will not operate as a waiver of that or any subsequent default or failure of performance.  A printed version of this License Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this License Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  No joint venture, partnership, employment, alliance, or agency relationship exists between you and IACET as result of this License Agreement or your utilization of the Online Modules.  Moreover, you may not bind IACET in any way or otherwise make any representations or statements for or on behalf of IACET without IACET's separate, express, and written permission.  This License Agreement represents the entire agreement between you and IACET with respect to use of the Online Modules, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and IACET with respect to the Online Modules.  This License Agreement shall not be assigned or transferred by you without the prior express written consent of IACET.