Mentors @ Work Courseware License Agreement
NOTICE: PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE REGISTERING FOR A
COURSE. BY REGISTERING FOR A COURSE, YOU ARE AGREEING TO BE BOUND BY THE TERMS
AND CONDITIONS STATED BELOW.
- License. Mentors At Work, L.L.C. ("MENTORS @ WORK") grants each course
registrant ("Licensee") a nonexclusive, nontransferable license to use the courseware
associated with the selected course in accordance with the further terms and conditions
of this License. This License is not a sale. MENTORS @ WORK or its licensors retain
title to the courseware, components thereof and related documentation, if any. This
License allows use of the courseware and documentation only by one User. "User(s)"
means one individual Licensee.
- Obligations of Licensee. Licensee shall not remove any proprietary
notices, labels, or marks on or within the courseware or its documentation, if any.
Licensee shall not rent, lease or otherwise transfer the courseware or any documentation.
The courseware contains copyrighted material, trade secrets and other proprietary
material. Licensee shall not copy, decompile, reverse engineer, disassemble or otherwise
reduce the courseware to a human perceivable form to modify, network, rent, lease,
loan, distribute, or create derivative works based upon the courseware or the documentation
in whole or in part; PROVIDED HOWEVER that, if the courseware is lawfully acquired
outside of the United States within a jurisdiction which is a member of European
Economic Community (EEC) and subject to the EEC Council Directive of May 14, 1991,
Licensee agrees that within that jurisdiction it shall not, and shall not allow any
party on Licensee's behalf, to attempt to reverse engineer or decompile the courseware
into another computer language, except as expressly and specifically provided in the
EEC Council Directive of May 14, 1991; and any and all information obtained during
such lawful reverse engineering and/or decompiling activities, including but not
limited to, the organization, logic, algorithms and processes of the courseware, shall
be deemed to be the confidential and proprietary information of MENTORS @ WORK or its
licensors. Licensee shall protect the courseware against access by persons not
authorized to use it pursuant to this License.
- Termination. This License is effective for a period of twelve (12) months
following course registration. This License will terminate immediately without notice
from MENTORS @ WORK if Licensee fails to comply with any provision of this License.
Upon termination, Licensee will no longer be provided with access to the courseware via
online delivery or other means.
- Government Licensees. If Licensee is acquiring the courseware on behalf of
any unit or agency of the United States Government, the following provisions apply. The
Government agrees: (i) if the courseware is supplied to the Department of Defense ("DOD"),
the courseware is classified as "Commercial Computer Software" and the Government is
acquiring only "restricted rights" in the courseware and its documentation as that term
is defined in Clause 252.227-7013(c)(1) of the DFARS; and (ii) if the courseware is supplied
to any unit or agency of the United States Government other than DOD, the Government's
rights in the courseware and its documentation will be as defined in Clause 52.227-19(c)(2)
of the FAR or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA Supplement to the FAR.
- Disclaimer of Warranty. Licensee expressly acknowledges and agrees that the use
of the courseware is at Licensee's sole risk. The courseware, documentation, and technical
support are provided "AS IS" and without warranty of any kind. TO THE MAXIMUM EXTENT PERMITTED
UNDER APPLICABLE LAWS, MENTORS @ WORK AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. MENTORS @ WORK DOES NOT WARRANT THAT THE INFORMATION
CONTAINED IN THE COURSEWARE WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION AND/OR
DELIVERY OF THE COURSEWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE
COURSEWARE WILL BE CORRECTED. FURTHERMORE, MENTORS @ WORK DOES NOT WARRANT OR MAKE ANY
REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE COURSEWARE IN TERMS
OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
- Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL MENTORS @ WORK, ITS
AFFILIATES, OR THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO LICENSEE FOR
ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF
THE USE OR INABILITY TO USE THE COURSEWARE, EVEN IF MENTORS @ WORK OR ITS AUTHORIZED
REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE FURTHER
AGREES THAT IN NO EVENT SHALL MENTORS @ WORK'S TOTAL LIABILITY TO LICENSEE FOR ANY DAMAGES,
LOSSES, COSTS, EXPENSES OR OTHER CHARGES, REGARDLESS OF THE ORIGIN OF LICENSEE'S CAUSE OF
ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED THE AMOUNT PAID BY LICENSEE TO
REGISTER FOR THE COURSE WITH WHICH THE COURSEWARE IS ASSOCIATED.
- No Waiver or Assignment. No delay or failure to take action under this License
will constitute a waiver unless expressly waived in writing, signed by a duly authorized
representative of MENTORS @ WORK, and no single waiver will constitute a continuing or
subsequent waiver. This License may not be assigned, sublicensed or otherwise transferred
by Licensee, by operation of law or otherwise; PROVIDED HOWEVER that Licensee may assign
this License upon written notice to MENTORS @ WORK in instances in which such assignment
is to an entity which acquires all or substantially all of the business of Licensee, whether
by merger, consolidation, or acquisition of assets.
- Controlling Law and Severability. This License shall be governed by and construed
in accordance with the laws of the United States and the State of Illinois, as applied to
agreements entered into and to be performed entirely within Illinois between Illinois
residents. If for any reason a court of competent jurisdiction finds any provision of
this License, or portion thereof, to be unenforceable, that provision of the License
shall be enforced to the maximum extent permissible so as to effect the intent of the
parties, and the remainder of this License shall continue in full force and effect.
- Entire Agreement. This License constitutes the entire agreement between the parties
with respect to the use of the courseware and its documentation, and supersedes all prior or
contemporaneous understandings or agreements, written or oral, regarding such subject matter.
Any additional or different terms or conditions proposed by Licensee or contained in any
purchase order are hereby rejected and shall be of no force and effect unless expressly
agreed to in writing by MENTORS @ WORK. No amendment to or modification of this License
will be binding unless in writing and signed by a duly authorized representative of MENTORS