End-User License Agreement (EULA)
READ THIS AGREEMENT CAREFULLY. IF YOU AGREE TO ALL THE TERMS AND CONDITIONS SET FORTH BELOW AND ARE WILLING TO BE LEGALLY BOUND BY THEM, PRESS THE I AGREE BUTTON TO CONTINUE WITH THE SETUP. IF YOU DO NOT AGREE TO SUCH TERMS AND CONDITIONS, PRESS THE I DON'T AGREE BUTTON TO CANCEL THE INSTALLATION.
LICENSE TERMS AND CONDITIONS
DO NOT DUPLICATE - PROTECTED BY LAW
1. Definitions. Products are pre-configured to ship with a non-transferable Single User License. This permits the purchaser to install the training on a single personal computer for use by a single user. Duplication, sharing, multiple installations, and/or electronic transmissions of any content are in violation of LEARNKEY and International conventions copyright. A Multi-user License* can be purchased with the original sale or as an upgrade to the original sale.
A "LearnKey Multi-user License" is a non-transferable limited license that permits the purchaser the right to install and use the product at the customer’s business site. With this license the product may be used on a single dedicated workstation and unlocked for multiple password access, such as a computer in a training lab, and/or used through multiple workstations in a library check-out system, or projection for group viewing. Duplication of the CD-ROM and/or electronic transmission of any content are in violation of Manufacturer’s copyright. Additional user licenses must be unlocked by LEARNKEY (the "Manufacturer") or its authorized representative. User must access the training materials using an original Manufacturer's CD-ROM. With a Multi-user License, additional CD-ROMs to be used at the same business site may be purchased from LEARNKEY or an authorized reseller. Books, MasterExams and e-support are considered supplemental products and are not included in this license.
As used herein, the following terms shall have the indicated meanings: (i) "System" shall mean the information and computer technology certification training course(s) embodied by the Program and Documentation, as such may be updated from time to time; (ii) "Program" shall mean computer software used to implement the System that is stored in machine-readable form on any storage device or media. The Program includes, but is not limited to, images, animations, video material, audio material, music, training materials, methods, designs, management plans, concepts, and tests; and (iii) "Documentation" shall mean any and all materials that teach, explain, demonstrate, or otherwise provide instructions or guidance concerning the installation and/or use of the Program including, but not limited to, audio media, video media, digital media in any form, software (other than the Program), graphics, text, and workbooks. As used herein, "System," "Program", and "Documentation" also include any portion(s) thereof.
2. LEARNKEY Rights. It is hereby understood, acknowledged, and agreed by You (the purchaser of the copy of the Program and Documentation with which this Single User License Agreement [the "Agreement"] is packaged) that: (i) LEARNKEY, Inc. ("LEARNKEY") and/or its suppliers, agents, and contractors, as applicable, is/are the exclusive owner(s) of all right, title, and interest in and to the System, Program, and Documentation and all works derived from the System, Program, and/or Documentation, wherein such right, title, and interest includes, but is not limited to, the rights provided by patent, copyright, trademark, trade secret, and trade dress laws, both domestic and international; (ii) notwithstanding any other provision of this Agreement, LEARNKEY and/or its suppliers, agents, and contractors, as applicable, owns and retains all right, title, and interest in and to (a) any and all improvements, modifications, or amendments that You make to the System, Program, and/or Documentation, (b) any and all works prepared by You and/or at Your direction, and derived either in whole or in part from the System, Program, and/or Documentation, and (c) any copies of the System, Program, and/or Documentation made by You, or caused or permitted to be made by You; and (iii) You do not, by virtue of Your purchase and/or use of the System, Program and/or Documentation, as applicable, thereby acquire any ownership, rights, title, or interest, of any kind in the System, Program, or Documentation.
3. License. In consideration of the payment of a license fee, LEARNKEY hereby grants to You a nonexclusive license to load and display any and all portions of this copy of the System, Program, and Documentation on a single properly configured personal computer, and to use this copy of the System, Program, and Documentation solely for computer systems certification training in accordance with the terms of this Agreement. The System, Program, and Documentation may be displayed and used only by You. You may load, display, and use this copy of the System, Program, and Documentation on a computer other than the computer on which the System, Program, and Documentation were originally installed. However, at no time shall any portion of the System, Program, or Documentation be installed on more than a single computer. You may make a single archive copy of the Program and Documentation provided, however, that no portion of such archive copy shall be stored at any time on the hard drive of any computer. All rights not expressly granted in this Agreement are hereby reserved by LEARNKEY.
4. Term and Termination. The Agreement is effective until terminated. You may terminate this Agreement at any time by destroying the Program and Documentation, together with all copies thereof, and by ceasing from using the System, Program, and Documentation in any manner. Immediately upon any termination of this Agreement, the rights granted to You hereunder revert completely to LEARNKEY. LEARNKEY may, in its sole discretion, terminate this Agreement if You fail to comply with any term or condition of this Agreement. In such event, no notice shall be required by LEARNKEY to effect such termination. Such termination shall be without prejudice to any other remedy to which LEARNKEY may be entitled under applicable law, statute, or regulation. Upon termination of this Agreement, for whatever reason, You agree to immediately destroy the Program and Documentation together with all backup copies, modifications, printed or written materials, and merged portions in any form, or return the same to LEARNKEY at Your expense and within ten (10) working days of such termination. You further agree to provide written certification to LEARNKEY within ten (10) working days of any termination, that you have fully complied with the requirements of this sub-paragraph. Notwithstanding the termination of this Agreement, for any reason, Your duties and obligations with respect to LEARNKEY's rights and/or the rights of its suppliers, agents, and contractors, as applicable, in the System, Program, and Documentation, as provided for herein, shall continue in effect.
5. Restrictions on Your Use. Your use of the System, Program, and Documentation shall, in all cases, be restricted as follows: (i) You shall use the System, Program, and Documentation only for Your computer systems certification training, and You shall take all reasonable steps to protect the System, Program, and Documentation from any copying and/or use; (ii) except for the initial loading of the System, Program, and Documentation or for archival purposes as provided for elsewhere herein, You shall not, without LEARNKEY's prior express written consent (a) reproduce or otherwise copy, or cause or permit the reproduction or copying of, the System, Program, or Documentation in any way, shape, or form or (b) modify the System, Program, or Documentation and/or merge them with any another software; (iii) at no time shall the Program or Documentation reside on, or be used in conjunction with, any system or device capable of permitting or facilitating remote display, remote viewing, and/or remote use, of the System, Program or Documentation; (iv) in no event shall You make, or attempt to or permit the making of, any improvements, modifications, or amendments to the System, Program, and/or Documentation; (v) You may not disassemble the Program or Documentation into smaller parts or learning objects, and You may not copy the System, Program, or Documentation to any media, disk drive, network server, CD-ROM, or other machine-readable media for distribution. Notwithstanding anything to the contrary herein, You shall not, nor shall You aid or permit any third party to, modify, reverse engineer, reproduce, decompile, or disassemble the Program or otherwise attempt to create the source code from the Program; (vi) You shall not modify, adapt, or create derivative works based on the System, Program, or Documentation; (vii) You shall not use, nor cause or permit to be used, the System, Program, or Documentation in any manner that infringes LEARNKEY's rights or the rights of any third party; (viii) You shall not distribute, nor cause or permit to be distributed, the System, Program, or Documentation, or derivatives thereof; and (ix) You shall not electronically transfer the System, Program, or Documentation through a local area network, wide area network, or any other computer network system or through any computer subscriber system, bulletin-board system, or other system of comparable functionality.
6. Restrictions on Transfer. You shall not sell, rent, lease, sublicense, assign, transfer, network, reproduce, or timeshare the System, Program, Documentation or Your rights, duties, or obligations under this Agreement, nor cause or permit any third party to do the same. Further, any such sublicense, assignment, or other transfer any of Your rights, duties, or obligations hereunder is void ab initio.
7. Inspection. LEARNKEY reserves the right, upon two (2) working days notice, to inspect your installation and use of the System, Program, and Documentation, in order to verify and confirm Your compliance with the terms of this Agreement. Such inspection shall occur during normal business hours and at LEARNKEY's expense.
8. Limited Warranty. The following warranty provisions shall apply: (i) LEARNKEY warrants that under normal use for a period of ninety (90) days from Your purchase of the Program and Documentation, the Program will execute its programming instructions when properly installed and maintained on a properly configured device, and LEARNKEY additionally warrants the Program to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of delivery to You, as evidenced by Your purchase receipt (the "Limited Warranty"). In the event the System, Program, and/or Documentation are defective, You shall assume the entire cost of any and all service, repair, or correction of any damage or injury arising from such defects; (ii) The Limited Warranty is the only warranty of any kind given under the terms of this Agreement. No oral or written information or advice given by LEARNKEY, its agents, employees, or contractors shall create a warranty or in any way increase the scope of the Limited Warranty, and You may not rely on any such information or advice. You further agree that such Limited Warranty is the complete and exclusive statement of agreement between You and LEARNKEY and supersedes any other agreements, oral or written, and any other communications between You and LEARNKEY relating to the subject matter of the Limited Warranty; (iii) EXCEPT AS PROVIDED HEREIN, THE SYSTEM, PROGRAM, AND DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iv) LEARNKEY DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE USE, OR THE RESULTS OF USE, OF THE SYSTEM, PROGRAM, OR DOCUMENTATION IN TERMS OF VALIDITY, ACCURACY, COMPLETENESS, RELIABILITY OR OTHERWISE, NOR DOES LEARNKEY WARRANT, GUARANTEE, OR REPRESENT THAT THE FUNCTIONS CONTAINED IN THE SYSTEM, PROGRAM, OR DOCUMENTATION WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE. ACCORDINGLY, THE ENTIRE RISK OF THE RESULTS, OPERATION, AND PERFORMANCE OF THE SYSTEM, PROGRAM, AND DOCUMENTATION IS ASSUMED BY YOU, AND NEITHER LEARNKEY, NOR ITS AGENTS, EMPLOYEES, OR CONTRACTORS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE SUCH SYSTEM, PROGRAM, AND/OR DOCUMENTATION, EVEN IF LEARNKEY HAS BEEN ADVISED OF THE POSSIBILITY OR PRIOR OCCURRENCE OF SUCH DAMAGES; and (v) Some states do not allow the exclusion of implied warranties or the limitations or exclusion of liability for incidental or consequential damages, so the above exclusion may not apply to You. The Limited Warranty gives You specific legal rights, and You may also have other rights that vary from state to state.
9. Remedies. LEARNKEY's entire liability, and Your exclusive remedy, shall be the replacement of any media not complying with the Limited Warranty and that is returned to LEARNKEY with a copy of Your purchase receipt, and if LEARNKEY is unable to deliver a replacement copy of any such media that is free of defects in materials or workmanship, You may terminate this Agreement by returning the Program and Documentation for a full refund of the purchase price.
10. Questions. All questions concerning this Agreement may be directed to LEARNKEY at:
Attn: License Dept.
35 N Main St., St. George, UT 84770
11. Jurisdiction and Disputes. This Agreement shall be governed by the laws of the State of Utah. All disputes concerning this Agreement shall be resolved in the applicable state or federal courts of the State of Utah. The Parties hereto consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
12. Integration. This Agreement and the accompanying Shrink-wrap License collectively constitute the entire understanding of the Parties hereto with regard to the matters contemplated hereby, and is intended as a final expression of Parties' Agreement. This Agreement shall not be modified or amended except in writing signed by the Parties and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith. If, for any reason, any provision of this Agreement is found to be unenforceable, such provision shall be deemed to prohibit such activity to the extent it is found to be enforceable and other provisions of this Agreement shall be unaffected to the extent permitted by law. BY PRESSING THE "I AGREE" BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.