PLEASE READ THE FOLLOWING LICENCE AGREEMENT CAREFULLY! IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE "ACCEPT" BUTTON AND LEAVE THE WEBSITE.
This agreement is entered into by and between you, as an agent of your company ("Customer"), and Skillsoft Corporation ("Provider").
- Provider grants to Customer the right to use and evaluate Provider's internet based training programs and related documentation (the "Product") through Provider's Extranet Hosting Services and Skillport software. Customer may allow one user to access the Product. Such use and evaluation shall be upon the terms and subject to the conditions set forth herein.
- License. Provider grants Customer a non-exclusive, non-transferable, limited, royalty-free license to access the Product and to use the Product solely for internal evaluation purposes. No copies or copying of the Program or any part thereof is authorized. If Customer wishes to use the Product for any purpose other than evaluation, Customer must purchase a standard commercial license from Provider.
- Term. The term of this evaluation shall be for a period of 30 days commencing on the date of Customer's first use of the Product. Provider reserves the right to extend or shorten this term at its sole discretion. Customer's obligation to protect Confidential Information as defined in Section 5 below shall survive termination of this agreement.
- Confidential Information. The Product and its contents shall be considered "Confidential Information".
- All Confidential Information will be maintained in confidence by Customer using at least the same degree of care as Customer uses to protect its own Confidential Information, but in no event less than a reasonable degree of care, and will not be disclosed to any third party or used for any purposes except as set forth in this agreement.
- Injunctive Relief. Customer agrees that a breach or threatened breach of this section would result in irreparable harm to Provider, which breach would be inadequately compensated in money damages. Accordingly, Provider may, in addition to any other legal remedies that may be available, seek injunctive relief, including preliminary injunctive relief, prohibiting or enjoining any such actual or threatened breach of this section. Customer agrees that Provider will not be required to post a bond in seeking injunctive relief under this agreement.
- Prohibited Use. Customer shall not:
- Use the Product for any purpose other than evaluation purposes;
- Use the Product for the purpose of developing software based on concepts, functions, or operations similar to those disclosed in the Confidential Information;
- Disclose or demonstrate the Confidential Information, whether alone, embedded, or otherwise integrated into Customer's or another software product, to anyone other than its employees having need to know the information for evaluation purposes;
- Make any modifications or derivative works of the Product;
- Export the Product in violation of applicable export control laws.
Without limiting the generality of the foregoing, except as may otherwise be permitted in this agreement, Customer shall not (i) reproduce, publish, display, distribute, sell, sublicense, transfer, rent, lease, broadcast, timeshare, loan, disclose, or otherwise make available the Product, or any part thereof, to any third party; (ii) reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from the Product, or any part thereof; (iii) modify, translate, adapt, alter, or create derivative works (as defined under the United States copyright laws) based upon the Product or any part thereof; (iv) remove any proprietary notices, labels, trademarks, or service marks from the Product, including from the documentation; (v) merge the Product, or any component thereof, with another program; (vi) use the Product, or any component thereof, for any purposes other than those explicitly stated herein; (vii) use download functionality enhancement tools; or (viii) send, store, or upload any malicious code to Provider's systems.
- WARRANTY. Provider represents and warrants that it has the right to allow Customer to use and evaluate the Product in accordance with the provisions of this agreement. EXCEPT AS PROVIDED ABOVE AND ELSEWHERE HEREIN, PROVIDER MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE PRODUCT, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSES.
- No Obligation. Neither the execution of this agreement nor anything in it or in the Product shall be construed as providing or implying any arrangement or understanding that Customer or its parent, subsidiaries, or affiliates shall be obligated to license the Product from Provider.
- Ownership. As between Provider and Customer, subject to the terms and conditions of this agreement: (a) Provider will retain all right, title, and interest in and to the Product, including all intellectual property rights therein. This agreement does not convey or grant any ownership or other rights of any kind to Customer in or to the Product.
- LIMITATION OF LIABILITY. PROVIDER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, COLLATERAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, LOSS OF USE, LOSS OR DESTRUCTION OF DATA, COSTS OF COVER, OR COSTS OF DELAY OR BUSINESS INTERRUPTIONS, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, FOR ANY CLAIMS OR CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER (INCLUDING ANY PRODUCT). THESE LIMITATIONS WILL APPLY EVEN IF PROVIDER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW.
- Customer shall comply with all applicable international, federal, state, and local laws and regulations in connection with its downloading and use of the Product and in performing its obligations hereunder, including but not limited to export controls and embargo restrictions under the laws and regulations of the United States (U.S.) and the European Union (EU), such as export controls administered by the U.S. Department of Commerce, the U.S. Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. Customer shall obtain any governmental authorizations, including export licenses, required for its use of the Product.
- Customer acknowledges and further agrees that the Product will not be used in, and none of the underlying information, software, or technology may be downloaded, transferred, or otherwise exported or re-exported to, any countries to which the U.S. or the EU maintains an embargo applicable to the Product or by a national or resident thereof (Embargoed Countries), or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Denied Persons List, Unverified List, or Entity List (Designated National). Customer acknowledges that the lists of Embargoed Countries and Designated Nationals are subject to change without notice.
- Remedy for Customer's Breach. Notwithstanding any other provision of this agreement to the contrary, Customer agrees that Provider, in its sole discretion, can take such steps as it deems necessary to remedy a breach of any provision in this section.
- Indemnification. Customer shall indemnify and hold harmless Provider and its directors, employees, agents, independent contractors, and affiliates from and against any and all claims, actions, demands, liabilities, penalties, fines, fees, costs, or expenses, including but not limited to reasonable attorneys' fees, arising out of or in connection with Customer's breach of this section.
- General Provisions:
- Governing law. This agreement shall be governed by, subject to, and interpreted in all respects in accordance with the laws of the state of New Hampshire excluding its conflicts of laws rules.
- Severability. If any provision of this agreement is held invalid or unenforceable by a court of competent jurisdiction, then such provision will, to the extent of such invalidity or unenforceability, be severed therefrom. All other provisions will continue in full force and effect and will be construed so as to best effectuate the intention of the parties in executing such provisions.
- Integration. This agreement expresses the complete understanding of the parties with respect to the use of the Product for evaluation purposes and supersedes all prior oral and written agreements, representations, and understandings regarding such subject matter.