ClassrooMechanics, LLC Training.

END USER LICENSE AGREEMENT
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PLEASE READ THIS ONLINE END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING ANY OF THE ONLINE TRAINING SERVICES (“COURSEWARE”) OFFERED BY CLASSROOMECHANICS, LLC (“CM”) DESCRIBED BELOW. BY USING THE COURSEWARE YOU ACKNOWLEDGE THAT YOU READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND POLICY, YOU MUST PROMPTLY EXIT THIS PAGE WITHOUT ACCESSING OR USING ANY OF THE COURSEWARE. THIS AGREEMENT IS MADE AND ENTERED INTO EFFECTIVE AS OF THE DATE OF PURCHASE BY AND BETWEEN YOU (THE “LICENSEE”) AND CM, ITS AFFILIATES, REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNS (COLLECTIVELY REFERRED TO AS THE “LICENSOR”), A WASHINGTON COMPANY.

IN ADDITION, BY ACCEPTING THIS END USER LICENSE AGREEMENT, YOU ALSO AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE WEB SITE USE AGREEMENT, ITS PRIVACY POLICY, AND THE USER INFORMATION CONDITIONS IN IT.

If you choose to purchase a course, then this agreement will also include the terms and conditions of the End User License Agreement.

1. Online Training Services. Subject to the terms of this Agreement, CM hereby grants to you a limited, non-transferable, royalty-free, and non-exclusive license to use the online training software (“Software”) and content (hereinafter the Software and content shall be referred to as the “Courseware”) during the Term of this Agreement. Your use of the Courseware shall be strictly in accordance with this Agreement and our Terms of Use. You are responsible for providing and maintaining all computer equipment and software and telecommunications services necessary to access the Courseware. Nothing in this Agreement grants or transfers to you or to any third party any ownership rights in the Courseware, including the software and other intellectual property rights related to the Courseware. Except as specifically set forth in this Agreement, CM owns and retains all right, title, and interest in the Courseware and any and all related materials.

2. Payment. For access to and use of the Courseware, you agree to pay the amounts set forth in CM’s Fee Schedule for the number of users and/or site for which you are purchasing a license. You hereby acknowledge and agree that the fee is payable in advance for each license purchased upon acceptance of this Agreement and will be charged whether you use the Courseware or not. You are responsible for any taxes, including personal property taxes or sales taxes, resulting from your use of the Courseware. Payments not paid when due shall be subject to late charges equal to the lesser of (i) one and one-half percent (1.5%) per month of the overdue amount or (ii) the maximum amount permitted under applicable law. You agree to pay all attorneys’ and collection fees arising from efforts to collect any past due amounts from you.

3. Restrictions On Use. All pages within this Website and any material made available for download (collectively the Website”) are the property of ClassrooMechanics, LLC. The Website is protected by federal and international copyright and trademark laws and no portion of the materials on these pages may be reprinted, republished, modified, or distributed in any form without the express prior written permission of CM. Access to the Website is for the Licensor only and may not be shared with any third party. You shall keep intact any proprietary notices, including copyright notices, contained on any downloaded materials.  As the Licensee, you agree to purchase a course registration and training materials from the Licensor for each person receiving training unless you contract for a site license.  You also agree to not make CM courseware available over the Internet to anyone for whom you have not purchased a license. Any rights not expressly granted by these Terms and Conditions or any applicable End User License Agreements are reserved by CM.

4. Website Availability. CM’s Website will be accessible to you via the World Wide Web portion of the Internet twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance and required repairs, and except for any loss or interruption of Courseware due to causes beyond the control of CM or which are not reasonably foreseeable by CM, including, but not limited to, interruption or failure of telecommunication or digital transmission links and Internet slow-downs or failures.

5. Modifications and Changes to Courseware and/or Website. The software, content, availability and access and all other features, attributes or aspects of the Courseware and Website are subject to change, modification, additions or deletions at any time without notice in CM’s sole discretion.

6. Links or Pointers to Other Sites. CM makes no representations whatsoever about any other website that you may access though this Website. When you access a non-CM Website, you understand that it is independent from CM and CM has no control over the content on that website. In addition, a hyperlink to a non-CM website does not mean that CM endorses or accepts any responsibility for the content, or the use, of the linked website. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, trojan horses, and other items of a destructive nature.

7. Your Responsibilities. You agree to comply with our Terms of Use and all applicable laws and regulations, including, but not limited to, those related to pornography, obscenity, copyright, trademark, other intellectual property rights, data privacy, international communications, import and export regulations and tax laws and regulations. You agree to notify CM promptly if you suspect unauthorized use of your account. Until you notify CM, you remain solely responsible for such unauthorized use and any damages that may result therefrom. You further agree to notify CM immediately in the event you become subject to any lawful order or process that would prohibit or limit your use of the Service. As a condition of your use of this Website, you warrant to CM that you will not use the Website for any purpose that is unlawful or prohibited by these Terms and Conditions.

8. Prohibited Activities. You may not modify, reverse engineer, or decompile the Software or Courseware or create derivative works based on the Software or Courseware. You may not distribute, rent, lease, sell, license, or otherwise transfer rights in the Courseware to any other person or entity or make any other commercial use of the Courseware. Except for downloading of the course workbook, which is authorized, you may not save the Software to your computer or any other storage medium. You may not violate any security or corrupt the Website in any way.

9. Disclaimer of Warranties. THE COURSEWARE IS PROVIDED AS-IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. CM EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE/NON-INFRINGEMENT TO THE FULL EXTENT PERMITTED BY LAW. CM DOES NOT WARRANT THAT THE COURSEWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE COURSEWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE COURSEWARE WILL BE CORRECTED. CM DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE COURSEWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CM OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. WHILE THE LICENSOR TRIES TO ENSURE THE INFORMATION IN THE COURSEWARE IS CURRENT AND ACCURATE, IT OFFERS NO WARRANTY THAT THE INFORMATION IS ERROR FREE.  LICENSEE AGREES THAT LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM ANY ERRORS OR INACCURACIES IN THE COURSEWARE AND THE DOCUMENTS USED IN CONNECTION WITH IT. YOU ARE ENTIRELY RESPONSIBLE FOR AND ASSUME ALL RISK FOR USE OF THE COURSEWARE. CM IS NOT RESPONSIBLE FOR TRANSMISSION ERRORS OR CORRUPTION OR SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATION LINES.

10. Limitation of Liability. IN NO EVENT SHALL CM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR RELATED IN ANY WAY WITH TO THIS AGREEMENT OR THE COURSEWARE, OR FOR ANY CLAIM BY ANY THIRD PARTY (INCLUDING FOR INTELLECTUAL PROPERTY INFRINGEMENT), EVEN IF CM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF CM TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO CM IN THE THREE MONTHS PRIOR TO THE EVENT CAUSING LIABILITY.

11. Exclusive Remedy. Your sole right and exclusive remedy for breach of this Agreement by CM if you are dissatisfied for any reason with the Courseware is to terminate this Agreement as provided in this Agreement.

12. Term and Termination. The term of this Agreement shall commence: (i) For single seat direct purchases via web the term begins at time of purchase ; (ii) For subscriptions purchased via activation code, including, via promotion, resellers or multi-seat purchases, the term begins upon activation of the first activation or 30 days from the date of purchase, whichever occurs first.

Course Access

Course Access shall continue for the length of time established by the original purchase, unless earlier terminated as provided in this Agreement. This License is effective for the period of one year from the date of purchase and can be re-purchased for additional one-year periods.

Renewals

Renewals will be at the current Courseware price at the time of re-purchase, less any newly negotiated discounts, rebates or other special offers. CM may increase Courseware fees at any time to take effect on future re-purchase dates. Renewal purchases will be charged to the credit card submitted at the time of payment. Purchase fees are non-refundable, and pro-rated fees or credits will not be issued upon cancellation of subscription by subscriber, even if cancellation occurs prior to anniversary date. Licensor may terminate this Agreement upon CM’s failure to cure an ongoing, material breach of this Agreement within thirty (60) days after giving CM written notice of such material breach. CM may at any time and without advance notice modify or restrict your use of the Courseware, or terminate this Agreement if CM determines, in its sole discretion, that your use of the Courseware: (i) violates CM’s Terms of Use; (ii) violates any laws, regulations, court orders, or other governmental request or order which requires immediate action; (iii) violates any intellectual property rights of CM or a third party; (iv) violates any export or import regulations; (v) is disruptive or causes a malfunction of the Courseware; (vi) may expose CM to potential legal liability; or (vii) if you fail to timely pay any amounts required under this Agreement.

13. Rights and Duties Upon Termination. Upon termination of this Agreement, all rights to the Courseware terminate immediately and you must remove any CM software or content from your computer immediately with the exception of the course workbook. You remain liable for the full charge(s) for all unexpired Term(s). If this Agreement is terminated for any reason, you agree not to re-register for or otherwise access the Courseware without CM’s prior written approval. CM may delete any data files associated with your use of the Courseware upon termination of this Agreement.

14. Use of Free Tutorials. If you elect to use the Courseware as a guest by using one or more of the free tutorials offered from time to time on CM’s website, all of the terms and conditions of this Agreement will be applicable to such use, excluding however, any terms related to payment.

15. Indemnification. Licensee agrees to indemnify, defend and hold harmless Licensor from and against any claim in excess of the limitation set forth in this Agreement, and this limitation shall apply even in the event of breach of contract, active or passive negligence, or otherwise of Licensor, or any claim of failure of essential purpose.

16. Force Majeure. Neither party shall be liable for any delay or failure in performance due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, and changes in law, regulation or government policy, riots, war, fire, epidemics, transportation difficulties or other occurrences which are beyond either party’s reasonable control.

17. Choice of Law, Venue and Jurisdiction. This Agreement is entered into in the State of Washington and shall be governed by and construed in accordance with the laws of the State of Washington, exclusive of its choice of law rules. Each party to this Agreement submits to the exclusive jurisdiction and venue of the state and federal courts sitting in the King County in the State of Washington, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys’ fees. In the event that any of the terms and conditions are held by a court or other tribunal of competent jurisdiction to be unenforceable, those provisions shall be limited or eliminated to the minimum extent necessary, so that the remaining terms and conditions shall otherwise remain in full force and effect.

18. General Terms. Your rights and obligations under this Agreement may not be assigned or transferred without the written permission of CM and any assignment or transfer in violation of this provision shall be null and void. If any provision of this Agreement is determined to be invalid, all other provisions will remain in force. Notice or other communication between you, and CM may be given by conventional first-class mail or by email. Notices sent by first-class mail are effective on the fifth day after mailing. Notices sent by email are effective the next business day after they are sent. YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS AND THE TERMS AND CONDITIONS OF THE USE POLICY, YOU MAY CHOOSE NOT TO BECOME A USER OF THE COURSEWARE.