License Agreement for the Simply Divine Online Learning
Important: Please carefully read the terms and conditions of this License Agreement for SIMPLY DIVINE Online Learning (“Agreement”) before continuing.
By accessing SIMPLY DIVINE Online Learning, “I accept this License Agreement.”
- License Grant
In exchange for Licensee’s payment of all applicable fees and compliance with all of the terms and conditions of this Agreement, SIMPLY DIVINE hereby grants Licensee a non-assignable, nontransferable and nonexclusive license to access and use the Training for the license period selected and paid for by Licensee.
- Authorized Users
2.1 Licensee will use a profile created by SIMPLY DIVINE for use in accessing the Training. Licensee acknowledges and agrees that the profile information and password are confidential and that Licensee may not provide the profile information or password to any other individual or entity.
2.2 Third parties may not access the Training under a remote computing services, timesharing, facilities management, outsourcing, or other such third-party access arrangements, even if contracts authorizing such use or access for other licensed products are in effect between Licensee and SIMPLY DIVINE. Licensee may not distribute the Training to any third party in modified or unmodified form. ELearning may only be accessed via the SIMPLY DIVINE website and Licensee may not save and reuse or otherwise access the Training offline without executing a separate agreement with SIMPLY DIVINE. Licensee may print screen pages for the individual use of Licensee. Licensee may not duplicate or reproduce the printed screens or distribute the printed screens to any other individual or entity. Licensee agrees to secure and protect the Training in a manner consistent with the maintenance of SIMPLY DIVINE’ rights therein.
2.3 Licensee may not (a) use the Training for the benefit of a third party in exchange for compensation; or (b) allow any party other than the Licensee to use or otherwise access the Training.
- Intellectual Property Rights
The Training is copyrighted. Title to the Training and all other rights remain with SIMPLY DIVINE or its licensor(s) at all times. Licensee agrees to abide by United States and international copyright laws and treaties, and all other applicable laws and regulations including, but not limited to, export control laws and regulations. SIMPLY DIVINE reserves the right to update and revise the Training at any time in its sole discretion. Copyright and other proprietary rights notices in the Training shall not be deleted or modified.
- Technical Support
During the term of the license granted hereby, SIMPLY DIVINE will use reasonable efforts, either by telephone or in writing, to help Licensee solve specific problems installing or using the Training. It may not be possible for SIMPLY DIVINE to solve all problems or correct all errors in the Training.
- Export Restrictions
United States of America export laws and regulations apply to the Training and any underlying information or technology (“Controlled Material”). In addition to the prohibitions set forth elsewhere in this Agreement, Licensee may not access, download or otherwise export, re-export, import or distribute the Controlled Material except in full compliance with all laws and regulations of the United States of America and any other applicable laws and regulations. By accepting this Agreement, you agree to the foregoing and represent and warrant that (1) you are not a party to whom the United States of America prohibits access to the Controlled Material and (2) you are not located in, under control of, or a national or resident of any country to which export of the Controlled Material is restricted by the laws of the United States of America or other applicable laws and regulations, and (3) you will not share the Controlled Material with a party identified in this paragraph.
The Training will be accessible to Licensee for the selected license period immediately upon completion of Licensee’s order. This Agreement governs the use of the Training during all license periods. The license granted under this Agreement automatically terminates upon expiration of the selected license period, at which time the password will no longer operate. Licensee may terminate its license for the Training at any time. SIMPLY DIVINE may terminate the license for a breach of this Agreement.
- Limited Warranty
7.1 SIMPLY DIVINE warrants it has the right to license the Training to Licensee. The exclusive remedy for breach of this warranty is set forth in Section 9.
7.2 SIMPLY DIVINE and its licensors disclaim all other warranties, express or implied, including, but not limited to, any implied warranties of merchantability and/or fitness for a particular purpose whether alleged to arise by law, by reason of custom or usage in the trade, or by course of dealing. Without limiting the generality of the foregoing, SIMPLY DIVINE and its licensors do not warrant or represent that the Training will result in compliance, fulfillment or conformity with laws, rules, regulations, requirements or guidelines of any governmental agency.
- Limitations of Liability
8.1 SIMPLY DIVINE and its licensors are not liable for (a) special, incidental, indirect, consequential, punitive, or reliance damages (arising in contract, tort, or otherwise), or (b) any claim against Licensee by a third party, even if SIMPLY DIVINE or its licensors have been advised of the possibility of such damages. The maximum amount Licensee may recover for any claim relating to matters covered by this Agreement or use of the Training is limited to the license fees received from Licensee for the Training at issue during the relevant license period.
8.2 Some jurisdictions do not allow limitations of liability so certain of these limitations may not apply; however, they apply to the greatest extent permitted by law.
- Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California and of the United States of America. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement.
Licensee authorizes the transmission of his/her personal information to SIMPLY DIVINE in the United States. SIMPLY DIVINE stores and processes such information on computers located in the United States that are protected by reasonable physical and technological security safeguards. SIMPLY DIVINE does not sell or rent such personal information to third parties for marketing purposes without your consent, and it uses the information only as described in SIMPLY DIVINE Privacy Statement.
11.1 This Agreement and any order form or invoices relating to the Training set forth the entire agreement between Licensee and SIMPLY DIVINE related to the Training and supersedes any purchase order, communications, and representations regarding the Training.
11.2 If any provision of this Agreement shall be unenforceable, that provision shall be deemed severable from this Agreement and shall not affect the enforceability of the remaining provisions.
11.3 Any additions or modifications to this Agreement must be approved in writing signed by both parties.
11.4 Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.