End User License Agreement
NextStep Networking E-Learning Platform
End User License Agreement
PLEASE READ THIS AGREEMENT CAREFULLY. BY USING THE SOFTWARE, YOU ACKNOWLEDGE AND AGREE YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT, YOU HAVE READ THIS AGREEMENT, AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE THE SOFTWARE.
***This Agreement contains an Arbitration Clause. You should review this clause carefully as it waives certain important rights you may have to have your case heard by a court or a jury.***
The software may not be sold, transferred, or further distributed except as authorized by EAJ Services, LLC d/b/a NextStep Networking.
This End User License Agreement (this “Agreement”) is a legal agreement between you (an entity or a person) and EAJ Services, LLC d/b/a NextStep Networking (“Company”). The software product identified in the title of this Agreement, media (if any), and accompanying documentation (collectively, the “Software”) is protected by the copyright laws and other laws and treaties of the United States (“U.S.”) and other countries and is subject to the terms of this Agreement. If you do not agree with the terms of this Agreement, do not use the Software. The Software is licensed to you, not sold. “User” as, referenced herein means an individual or entity authorized to utilize the Software under a valid Licensing Agreement and Statement of Work between Company and a Company Client.
The Software may include or be bundled with other software programs licensed under different terms and/or licensed by a vendor other than Company. Use of any software programs accompanied by a separate license agreement is governed by that separate license agreement. Any third-party software that may be provided with the Software is included for use at your option. Company is not responsible for any third party’s software and shall have no liability for your use of third party software.
- Grant of License. Subject to the terms and conditions of this Agreement, Company grants to you a nonexclusive and non-transferable license, without right to sublicense (the “License”), to install, use, execute, and display the Software solely for your internal use.
- Geographic Restrictions. The Software is currently only available for license to customers, clients, and users in the United States of America and Canada. Your access to the Software may be restricted if you are located in a country outside of the United States of America and Canada.
- User Restrictions and Login Information. Each User of the Software must have a unique login username and password. Multiple Users may not use the same account. You are responsible for maintaining the security and confidentiality of your username and password information. Company will never ask for your username or password information via email or phone. If you believe that your account information has been stolen, compromised, or otherwise misused, you must contact Company immediately at firstname.lastname@example.org.
- Data Security. Company complies with all applicable federal and state privacy and data protection laws, as well as all other applicable regulations and directives. Without limiting Company’s obligations under this Section, Company has implemented administrative, physical and technical safeguards to protect personal information and confidential information of its Users that are no less rigorous than accepted industry practices. Where applicable, Company implements commercially reasonable safeguards and encryption to protect payment card data (PCI) information.
- License Restrictions. Company reserves all rights not expressly granted to you under this Agreement. You may not (a) revers engineer, decompile, or disassemble the Software; (b) modify, alter, rent, timeshare, or lease the Software or sublicense any of your rights under this Agreement; or (c) assign or otherwise transfer the Software or your license rights under this Agreement, in whole or in part. You shall not remove any copyright notices from the Software or any associated documentation provided with the Software. You understand that use of the Software may require an internet connection and registration with a unique user login and password. You also understand and agree that your access to the Software may be restricted in areas of low or no internet connectivity and that Company is not responsible for inability to access and/or use the Software due to (1) failures in communications and electrical systems, including internet; and (2) use of incompatible hardware or devices to access the Software.
- Third Party Licenses. With respect to any portion of the Software licensed by Company from third parties, you shall be bound by the terms and conditions of the license received by Company from such third parties, including, as applicable, open source software licenses.
- Updates; Support. During the term of your License, you shall receive support and product upgrades in accordance with the policies and procedures of Company, which policies and procedures may be altered at any time and in its sole discretion. You understand and agree that the information provided during the registration process may be used by Company for its internal business purposes related to the Software, including, but not limited to the following purposes: to communicate important information about the software (e.g. scheduled downtime), to provide support for the Software, to delivery optional customer surveys regarding the Software and/or Company’s support for the software, and to deliver optional Company newsletters (if you have opted in to subscribe to such newsletter). Company does not sell your information to third-parties, and does not use such information to sell other Company products or services or those of third-parties.
- Ownership. No title to or ownership in the Software is transferred to you. Company retains ownership of all Software and copies thereof and you acknowledge that all right, title, and interest in and to the Software and any and all trademarks, trade names, copyrights, patents, and other intellectual property rights used or embodied in or in connection with the Software are and shall at all times remain the sole and exclusive property of Company, or, if applicable, their respective owners..
- Audit Rights. Company many audit your use of the Software to verify compliance with the terms of this Agreement at any time.
- Security Device; Internet Access; Data Collection. You acknowledge and agree that the Software may be protected by software security measures or devices (collectively “Software Security”) to preclude unauthorized access to the Software or to terminate access to the Software in the event you violate the terms of this Agreement. Your further acknowledge and agree that the Software Security may collect and transmit to Company data regarding your use of the Software.
- Warranty; Liability.
- Limited Warranty. Company represents and warrants that it is the owner of the Software and is authorized to license to Software to third-parties. THE SOFTWARE IS ONLY COMPATIBLE WITH CERTAIN COMPUTERS AND OPERATING SYSTEMS. THE SOFTWARE IS NOT WARRANTED FOR NON-COMPATIBLE SYSTEMS. Contact Company for information about compatibility.
- Non-Company Products. The Software may include or be bundled with hardware or other software programs licensed or sold by a vendor other than Company (“Bundled Services”). Without limiting the disclaimer of warranties and limitations on liability set forth in this Agreement, you recognize and agree that (a) Company shall have no liability for the quality or performance such Bundled Services, (b) Company shall not be deemed to have made any representation or warranty concerning Bundled Services or the provider of Bundled Services, (c) Company shall use commercially reasonable efforts to enforce its rights under any written agreement it may have with the provider of such Bundled Services; provided, that, Company shall have no liability whatsoever for the failure of a provider of Bundled Services to perform its obligations with respect thereto, and (d) whenever possible, Company shall pass through or assign to you any third party service level agreement or warranty which Company receives in connection with any Bundled Services.
- Warranty Disclaimer. EXCEPT AS OTHERWISE RESTRICTED BY LAW, COMPANY DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY MAKES NO WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS LIMITED WARRANTY. COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL SATISFY YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. IF YOU FAIL TO COMPLY WITH THE TERMS OF THIS AGREEMENT, COMPANY MAY EITHER DELIVER A SELF-EXPIRING (“TIME BOMB”) VERSION OF SOFTWARE OR MAY DISABLE ACCESS TO SOFTWARE AT SUCH TIME. CUSTOMER AGREES THAT COMPANY HAS NO LIABILITY FOR SUCH DISCONTINUANCE. Some jurisdictions do not allow certain disclaimers and limitations of warranties, so portions of the above limitations may not apply to you. This limited warranty gives you specific rights and you may also have other rights which vary from state to state.
- LIMITATION OF LIABILITY. NEITHER COMPANY NOR ANY OF ITS LICENSORS, SUBSIDIARIES, AGENTS, REPRESENTATIVES, OR EMPLOYEES WILL IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, TORT, ECONOMIC, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS, DATA, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES TO PROPERTY OR PERSON (WHETHER IN ONE INSTANCE OR A SERIES OF INSTANCES) EXCEED THE AMOUNT RECEIVED BY COMPANY FOR YOUR USE OF THE SOFTWARE OUT OF WHICH SUCH CLAIM AROSE. In those jurisdictions that do not allow the exclusion or limitation of damages, Company’s liability shall be limited or excluded to the maximum extent allowed within those jurisdictions.
- Confidential Information. You hereby acknowledge that you may have access to information that is confidential to Company (“Confidential Information”). Confidential Information shall include the Software, including all related source and object codes, any documentation included with the Software, , and trade secrets and intellectual property relating to Company and the Software. Confidential Information also includes information relating to Company’s business or financial affairs, such as financial results, business methods, pricing, competitor and product information, and all other information designated as confidential by the disclosing party. Confidential Information shall not include any information that (a) becomes part of the public domain through no act or omission of the other party; (b) is lawfully acquired by the other party from a third party without any breach of the third party’s obligations to the disclosing party; or (c) is disclosed by the disclosing party to a third party without any obligation of confidentiality by the third party. You agree to maintain the confidentiality of the Confidential Information and to protect as a trade secret any portion of Company’s Confidential Information by preventing any unauthorized copying, use, distribution, installation, or transfer of possession of such information. You agree to maintain at least the same procedures regarding Company’s Confidential Information that you maintain with respect to your own confidential information. Without limiting the generality of the foregoing, you shall not permit anyone to remove any proprietary or other legend or restrictive notice contained or included in any material provided by Company.
- Injunctive Relief. You acknowledge that any use or disclosure of Company’s Confidential Information in a manner inconsistent with the provisions of this Agreement may cause Company irreparable damage for which remedies other than injunctive relief may be inadequate, and you agree that Company shall be entitled to seek from a court of competent jurisdiction injunctive or other equitable relief to restrain such use or disclosure in addition to other appropriate remedies.
- Survival. The terms and provisions of this Section shall survive any termination of this Agreement for any reason.
- U.S. Government Restricted Rights. If you are licensing the Software on behalf of any unit or agency of the United States Government, the following applies: The Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at 48 CFR 52.227-19, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, as applicable, and in similar clauses in the NASA FAR Supplement. Contractor/ Manufacturer is EAJ Services, LLC d/b/a NextStep Networking, 4350 Glendale Milford Rd, Cincinnati, OH 45242.
- Indemnification. You shall defend, indemnify, and hold Company, its officers, directors, and employees, harmless from and against any and all claims, damages, losses, costs, or other expenses (including reasonable attorneys’ fees) that arise directly or indirectly out of your negligent, reckless, or willful misconduct or unpermitted use of the Software.
- General Terms.
- Arbitration Clause: Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration hearing shall take place in Cincinnati, Ohio before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may immediately bring a proceeding seeking preliminary or permanent injunctive relief in a court having jurisdiction thereof, which, in the case of a preliminary injunction, shall remain in effect until a final award is made in the arbitration.
- Term. This Agreement becomes effective on the date you legally acquire the Software and will automatically terminate if you breach any of its terms. Upon termination of this Agreement, you must destroy the original and all copies of the Software or return them to Company and delete the Software from your systems.
- Export. You agree that you do not intend to and will not, directly or indirectly, export or transmit the Software or related documentation and technical data to any country to which such export or transmission is restricted by any applicable U.S. regulation or statue, without the prior written consent, if required, of the Bureau of Export administration of the U.S. Department of Commerce, or such other governmental entity as may have jurisdiction over such export or transmission. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country.
- Governing Law. This Agreement shall be construed in accordance with the laws of the State of Ohio (without reference to choice of law principals) and the United States of America.
- Entire Agreement. This Agreement sets forth the entire understanding and agreement between you and Company and may be amended only in a writing signed by both parties. NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, RESELLER, SALES PERSON, OR EMPLOYEE IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY REPRESENTATION OR PROMISE THAT IS DIFFERENT FROM, OR IN ADDITION TO, THE TERMS OF THIS AGREEMENT.
- Waiver. No waiver of any right under this Agreement will be effective unless in writing, signed by a duly authorized representative of the party to be bound. No waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future right arising under this Agreement.
- Severability. If any provision in this Agreement is found to be invalid or unenforceable, that provision will be construed, limited, modified, or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement will remain unaffected.
- Assignment and Successors in Interest. Neither this Agreement nor any rights granted hereunder to you may be assigned or delegated by you, without the written consent of Company. Without derogating from the aforesaid, this Agreement shall inure to the benefit of and be binding upon the successors or assignees of the parties (unless the assignment thereof is prohibited hereunder).
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