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.

  1. 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.

  2. 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.

  3. 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.

  4. 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.

  5. 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.

  6. 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.

  7. 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.

  8. 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.

  9. 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 @ WORK.


Copyright 2007 Mentors At Work, L.L.C. All Rights Reserved.