End User License Agreement

Transcription

1 End User License Agreement This copy of the Storefront / LMS / LCMS / 360training.com Course Library ( the Software Product ) and any upgrades thereto, and accompanying documentation is licensed and not sold. This Software Product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. 360training.com, Inc. or its subsidiaries, affiliates, and suppliers (collectively 360 ) own intellectual property rights in the Software Product. The Licensee s ( you or your ) license to download, use, copy, or change the Software Product is subject to these rights and to all the terms and conditions of this End User License Agreement ( Agreement ). Acceptance YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY SELECTING THE ACCEPT OPTION AND DOWNLOADING THE SOFTWARE PRODUCT OR BY INSTALLING, USING, OR COPYING THE SOFTWARE PRODUCT. YOU MUST AGREE TO ALL OF THE TERMS OF THIS AGREEMENT BEFORE YOU WILL BE ALLOWED TO DOWNLOAD THE SOFTWARE PRODUCT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST SELECT DECLINE AND YOU MUST NOT INSTALL, USE, OR COPY THE SOFTWARE PRODUCT. License Grant This Agreement entitles you to use one copy of the Software Product. Multiple use is only allowed if you purchase and/or obtain additional login credentials. Login credentials may not be shared among or between individuals. You will need a separate and appropriate licensing agreement for each user and each copy of the Software Product which may be purchased on our site. 360 reserves the right to revoke this license at any time with or without notice but shall make a good faith effort to notify you as far in advance as is practicable. 360 may alter, amend or cancel any services under this agreement at any time for any reason. Royalties and Commissions 360training.com Course Library or Libraries If you have purchased a 360training.com Course Library or Libraries and VAR Out-of-the-Box(OOB) Storefront, and you resell 360training.com courses from that library or libraries on your VAR OOB Storefront, you shall receive a 30% commission per 360training.com course sold, based on ongoing revenues. Your commission shall be paid to you by 360training.com monthly, unless the total commission is less than $100, in which case commissions will be paid quarterly. Revenues are defined as gross revenues, minus discounts, refunds, third party royalties or commissions, processing fees, shipping costs and filing fees. 1

2 Setup Fees and Obligations 360training.com Course Library or Libraries and VAR OOB Storefront The amounts shown in the Cart for these products represent a one-time setup fee per each 360training Course Library and for the VAR OOB Storefront. Obligations 360training.com: 360training.com will configure the VAR OOB Storefront to display the purchased libraries. The content of said libraries will be automatically updated on the VAR OOB Storefront any time said content is updated on the 360training.com ecommerce site. Royalties and Commissions Author Storefront If you have purchased a subscription for an Out-of-the-Box Storefront and sell product via that Storefront, 360 shall receive a ten percent (10%) commission based on the ongoing revenues generated by all product sold by you via the Software, regardless of the origin of that product. If you create content, the Software permits you, at your discretion, to make Offers related to that content. Offers are legally binding agreements that allow other vendors, such as 360, to sell your content in exchange for paying you the royalty percentage specified in your Offer. In such a case, you will retain ownership of the copyright related to the content, and you are responsible for timely maintenance of the content in the event of identification of content errors or need for update to content to maintain accuracy and relevancy. If an Offer is extended to and accepted by 360, and you subsequently cease to maintain the content in a timely fashion or choose to sell that content, 360 shall have first right of refusal to purchase the ownership and associated intellectual property of that content. In the event that you make an Offer to a vendor other than 360 and that offer results in revenue, 360 shall receive a ten percent (10%) commission based on the ongoing revenue. If you have purchased a subscription for a Storefront, 360 may choose to extend an Offer to you, enabling you to sell 360 courses via your Storefront, in exchange for the commission percentage specified in the Offer. In such a case, the original copyright holder will maintain ownership of the copyright and will be responsible for maintenance of the course. Your share of the revenues and/or any royalties due to you shall be paid to you by 360training.com monthly, unless the total due to you is less than $100, in which case the payment will be made quarterly. Revenues are defined as gross revenues, minus discounts, refunds, third party royalties or commissions, processing fees, shipping costs and filing fees. 2

3 OOB Storefront Customization and Obligations Until such a time that a tool is provided to make the subscription OOB Storefront and the VAR OOB Storefront customizable directly by the author or the VAR, 360training.com will work with the author or VAR to provide a certain level of store customization. Obligations 360training.com 360training.com will apply a certain level of customization to the VAR OOB Storefront, at the request of, and working in collaboration with, you the VAR. The extent of these customizations is covered in the Author Storefront Customization Guide or the VAR OOB Storefront Customization Guide 360training.com will additionally provide the following to all OOB stores: 1. Courses tracking system log-in 2. 24x7 call center support for all students 3. Certificate issuance and shippingof products to students (as necessary) 4. Learning Management Software for purchasers of courses Obligations Author and VAR Author and VAR - Provide logo, assets, SEO information and materials for store customization as described in the Authro Storefront Customization Guide or the VAR OOB Storefront Customization Guide VAR - While providing customization information as described above, refrain from using any claims, advertising or verbiage prohibited by any governing body, regulatory agency or law pertaining to the courses offered through the VAR. A list of these requirements can be found at Author and VAR - While providing customization information and SEO informationas described above, refrain from using any internet spamming tools such as: o Using hidden text or hidden links. o Using cloaking or sneaky redirects. o Sending automated queries to Google or other seach providers. o Loading e-marketing spots with irrelevant keywords. 360training.com reserves the right to refuse to integrate any customization we deem abusive, harmful to 360training.com, illegal, or misleading. Indemnification If you create content for sale on your Storefront, you agree to include in this content only content which you have the right to sell (the work is owned or licensed by you, and you have the right to offer it for sale). You agree to indemnify and hold harmless 360training.com of any liability for any work you sell to which you do not have full rights and authority. 3

4 Restrictions on Transfer Without first obtaining the express written consent of 360, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software Product. Restrictions on Use You may not decompile, reverse-engineer, disassemble, or otherwise attempt to derive the source code for the Software Product. Further, you may not use the Software in any way for any purpose that is illegal or may harm the reputation of 360training.com, its subsidiaries or affiliated companies, its officers, directors, contractors or agents. The Software may not be used in any way to create false or misleading representations, use or create obscene or libelous material, infringe on any intellectual property including copyrighted material, or in any way engage in unlawful or commercially unacceptable activities. 360training.com reserves the right to cancel access to the Software for any use we deem abusive, harmful to 360training.com, illegal, or misleading. Restrictions on Alteration You may not modify the Software Product or create any derivative work of the Software Product or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Software Product. You may not reproduce the database portion of create any tables or reports relating to the database portion. Restrictions on Copying You may not copy any part of the Software Product except to the extent that licensed use inherently demands the creation of a temporary copy stored in computer memory and not permanently affixed on storage medium. Limited Software Product Warranty All use of this Software is as is. Disclaimer of Warranties and Limitation of Liability UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY 360, 360 MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT OR IN THE LIMITED WARRANTY DOCUMENTS PROVIDED WITH THE SOFTWARE PRODUCT. 4

5 360 makes no warranty that the Software Product will meet your requirements or operate under your specific conditions of use. 360 makes no warranty that operation of the Software Product will be secure, error free, or free from interruption. YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS. 360 WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE. UNDER NO CIRCUMSTANCES SHALL 360, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE PRODUCT, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF 360 OR ANY OTHER PARTY, EVEN IF 360 IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES, TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS 360 S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED. Limitation of Remedies and Damages Your remedy for a breach of the Agreement or of any warranty included in this Agreement is the correction of the Software Product to the extent practicable as determined in the sole discretion of reserves the right to substitute a functionally equivalent copy of the Software Product as a replacement. If 360 is unable to provide a replacement or substitute Software Product or corrections to the Software Product, your sole alternate remedy shall be a refund of the purchase price for the Software Product minus revenues generated by that Software and paid to you. All limited warranties on the Software Product are granted only to you and are non-transferable. You agree to indemnify and hold 360 harmless from all claims, judgments, liabilities, expenses, or costs arising from your breach of this Agreement and/or acts or omissions. Governing Law, Jurisdiction and Costs This Agreement is governed by the laws of Texas, without regard to Texas s conflict or choice of law provisions. Severability If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not 5

6 permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws. 6