WEB-BASED TRAINING ACCESS AND USE AGREEMENT This agreement ("Agreement") is a legal agreement between Charles Fleeman ("CF") and any individual, corporation, company or other entity that accesses any Web-Based Training offered by CF ("user" or "you"). For the purposes of this agreement, "Web-Based Training" (or "WBT") shall be defined as a set of online instructive materials posted on a restricted web site (the "Web Site") and made accessible by CF to properly licensed users. BY ACCESSING CF'S WEB-BASED TRAINING WEB SITE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE WEB BASED TRAINING. 1. Use Grant. Subject to the terms and conditions of this Agreement, CF hereby grants you a nonexclusive, non-transferable limited right, during the term of subscription, to access and use the WBT for which you are properly licensed solely for your individual training purposes and not for any other purpose. It is your sole responsibility to obtain and maintain equipment and software, including without limitation operating system and browser software, that permits connection to and communication with the Web Site over World Wide Web and to use the WBT provided. 2. Ownership of Web-based Training. You understand and agree that any WBT provided by CF, including without limitation any software, images, applets, photographs, animation, video, audio, music, and text incorporated in the WBT as well as the user documentation and accompanying materials, are owned by CF or are licensed to CF by third parties ("Licensors"), and are protected by United States copyright laws and international treaty provisions. You acknowledge and agree that the entire right, title and interest in and to the WBT and accompanying materials, including associated intellectual property rights, shall remain with CF and its Licensors. Unless otherwise noted, the trademarks, trade names, logos, and service marks used on the WBT web site (the "Marks") are owned by CF or by Licensors that have licensed them for use by CF. Other use of the Marks, except as specifically permitted in a writing signed by CF, is strictly prohibited. CF retains all rights not expressly granted. 3. Restrictions on Use. You agree that you shall not: (a) modify or remove any proprietary notices displayed by the Web Site; (b) access the WBT by any means other than a standard web browser having support for secure and encrypted communications, (c) copy, reverse engineer, disassemble, decompile, translate, or modify any WBT; (d) sublicense, rent, lease, or permit any third party to use the WBT; (e) use the WBT for any for service bureau work, for time-sharing arrangements, or for the benefit of any third party; (f) directly or indirectly export any WBT in violation of the export laws and regulations of the United States; or (g) disseminate information or analysis (including, without limitation, benchmarks) regarding the quality or performance of any WBT. 4. Password/Security Procedures. Upon your agreement to these terms and conditions, CF will provide a password that will permit you to access and use the WBT for a specified term. The WBT may incorporate certain procedures, methods, practices, security devices, codes, and access methods (the "Security Procedures") designed to verify that you are authorized to access and use the WBT. You agree not to (i) disclose any password assigned to you for use of the WBT to any third party or (ii) permit use of the WBT by any third party. You agree to promptly notify and cooperate with CF upon discovering or having reason to suspect that any of the Security Procedures or other provisions of this Agreement may be compromised. 5. Service Level; Accessibility. CF shall use commercially reasonable efforts to maintain the accessibility of the WBT for twenty-four (24) hours a day, seven (7) days a week, throughout the term of this Agreement. User acknowledges that from time to time the WBT or portions thereof may be inaccessible or inoperable for various reasons, including periodic maintenance procedures or upgrades, malfunctions, and causes beyond the reasonable control of CF, including without limitation the interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. 6. Support. Limited support services relating to the WBT may be available. Information on how you may access such support services will be provided separately upon your registration. 7. No Warranty. CF PROVIDES THE WBT ON AN "AS IS" BASIS. CF DOES NOT WARRANT THE ACCURACY, PERFORMANCE, OR COMPLETENESS OF THE WBT, OR THAT THE WBT WILL MEET USER'S REQUIREMENTS OR OPERATE UNINTERRUPTED OR ERROR FREE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CF DISCLAIMS ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 8. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL CF OR ITS AFFILIATES OR SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, ARISING IN ANY WAY OUT OF ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE WEB SITE OR ANY OF ITS CONTENTS, INCLUDING THE WBT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR OTHER DATA ON COMPUTER SYSTEMS OR OTHERWISE, EVEN IF CF IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9. Indemnification by User. You shall defend, indemnify and hold harmless CF, its affiliates, suppliers and distributors, and their respective officers, directors, employees, and agents from any and all losses, claims, liabilities and expenses (including reasonable attorneys' fees), regardless of the form of action: (i) arising out of or in any way related to your use of the WBT hereunder; or (ii) resulting from your breach of this Agreement. CF agrees to notify you in writing of any claim relating to indemnity by you under this provision, to cooperate in defending or settling such claim, and to give you sole authority to control the defense and settlement of such claim. 10. Confidentiality. The WBT, including without limitation any software, images, applets, photographs, animation, video, audio, music, and text incorporated in the WBT or licensed to CF by third parties and related methodology, concepts, and screen views are confidential and proprietary to CF or its Licensors. Participant agrees that it will not in any way use any confidential information revealed to it by CF for its own benefit, other than for training purposes, or for the benefit of any third party, or disclose it to any third party. Participant further agrees that it will take every reasonable precaution to protect the confidentiality of such information. 11. Term. This Agreement shall become effective upon your acceptance of these terms and conditions and shall remain in effect for so long as you access and use the WBT. This Agreement may be terminated by CF immediately upon your breach of any of the terms of this Agreement and for non-payment. CF may terminate your use of any or all of the WBT if, in CF's sole judgment, your use of the WBT (a) presents a material security risk or will interfere materially with the operation of the Web Site, (b) is subject to an order from a court or governmental entity directing CF to cease permitting such use, (c) violates applicable law or infringes any intellectual property or proprietary right of any other party, or (d) violates export control laws or regulations of the United States or another country. Sections 8, 9, 10, 11, 12 and 15 of this Agreement shall survive termination or expiration of this Agreement for any reason. 12. Force Majeure. To the extent that your use of the WBT, or any portion thereof, is prevented, hindered, delayed or made impracticable by reason of force majeure (including any cause that cannot be overcome by reasonable diligence and without unreasonable expense) or due to CF's compliance with its commercially reasonable standard operating procedures or with any laws, rules, policies, practices or regulations of any industry association or organization, or any jurisdiction or governmental authority, CF will be excused from such delay or performance. 13. Dispute Resolution. This Agreement is subject to the governing laws of the state of Florida. Courts of competent jurisdiction in Leon County, Florida shall hear and decide any disputes. 14. Modification. CF has the right at any time and without prior notice to modify the WBT as it sees fit. 15. General. You may not assign, delegate or otherwise transfer this Agreement or your rights or obligations hereunder without the prior written consent of CF. Any attempted assignment of this Agreement without consent from CF shall be invalid and unenforceable. This is the entire agreement and understanding between you and CF with respect to the subject matter hereof, and supersedes all prior agreements, representations, negotiations, proposals and understandings, whether written or oral, including those made by sales representatives or dealers of CF, concerning the subject matter hereof. This Agreement may not be amended or modified except in writing and signed by authorized representatives of the party against whom the amendment is sought to be enforced. The waiver or failure by either party to claim a breach of any provision shall not be a waiver of a breach of any other provision or a subsequent breach of the same provision. The suppliers to CF of software included in the WBT shall be deemed third-party beneficiaries of this Agreement, to the extent permitted by law. Any notices required or permitted to be given to under this Agreement shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, if to CF, to Charles Fleeman, _____, and if to you, addressed to your registered user at your registered address. This Agreement shall be governed by the laws of the state of Florida, in the USA without regard to conflicts of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
Copyright 2007 Charles Fleeman
© 2002-2006
