Course License Agreement
IMPORTANT — PLEASE READ THIS COURSE LICENSE AGREEMENT (”AGREEMENT”) CAREFULLY. AS PART OF THE PROCESS FOR ORDERING COURSES OFFERED ON THIS WEBSITE, YOU MUST ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT BY ELECTRONICALLY SELECTING THE BOX MARKED “I AGREE” ON THE REGISTRATION FORM.
1. You agree to abide by all of the terms and conditions of this Agreement, which is supplementary to, and incorporates by reference, all of the Terms and Conditions of Use.
2. Restriction on Use of Course Materials. All text, editorial, and other content, images, graphics, logos, illustrations, photographs, audio, video and other components of any course offered on this Website, and including any design, layout, “look and feel,” and other graphical elements, and any related computer code and software (hereinafter collectively “Course Materials”) and all copyrights, patents, trademarks, servicemarks, trade names and other intellectual property rights in Course Materials are the sole and exclusive property of Celesq or its third-party suppliers or licensors, and are protected by U.S. laws and international treaties. Except as expressly permitted in Section 3, you must not view, reproduce, publish, transmit, modify, create derivative works from, display, perform or otherwise in any manner use any Course Materials.
3. Permitted Uses of Course Materials. Subject to the terms and conditions of this Agreement, Celesq grants you a revocable, limited, non-transferable, non-exclusive license to view individual screens of text, images, graphics, illustrations, photographs and video components (if any), and to listen to audio components (if any) of the particular course you have ordered from us using your valid Celesq user name and password issued to you by Celesq when you first register with us (but only the then current version of that course as existing on the date you first order it), and then only on a single computer for your own personal, non-commercial use. You are only permitted to make a single copy of the individual screens you see when you access the course but only for your personal, non-commercial use and provided however that you must keep intact and not modify or remove any copyright or other proprietary notices contained on the original screens on any copy you make. You are not permitted to sell, lease, license, rent, transfer or in any manner distribute or permit others to use any Course Materials or any copies thereof. Use of course materials on a computer network, or concurrent use of Course Materials by others is prohibited. You must not reverse engineer, decompile or disassemble any Course Materials. If you violate this Agreement or any of the Terms and Conditions of Use, this license automatically terminates and you must immediately destroy any copies you have made. In the event this license is terminated, you are not entitled to a refund of any registration, license or other fee paid by you to Celesq.
YOUR USE OF THIS WEBSITE AND OF ANY COURSE, MATERIAL (INCLUDING, BUT NOT LIMITED TO, COURSE MATERIALS), INFORMATION, PRODUCT, OR SERVICE OFFERED ON, IN, OR THROUGH THIS WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY DOWNLOADS FROM THIS WEBSITE OR THIS SERVER) IS AT YOUR SOLE RISK. THIS WEBSITE AND ANY MATERIAL (INCLUDING, BUT NOT LIMITED TO COURSE MATERIAL), INFORMATION, PRODUCT, OR SERVICE OFFERED ON, IN, OR THROUGH THIS WEBSITE (INCLUDING, BUT NOT LIMITED TO, ANY DOWNLOADS FROM THIS WEBSITE OR THIS SERVER) ARE PROVIDED “AS IS”. TO THE FULLEST EXTENT PERMITTED BY LAW, CELESQ HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT CELESQ KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS AWARE OF, ANY SUCH PURPOSE), QUALITY, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. CELESQ DOES NOT WARRANT THAT ANY MATERIAL (INCLUDING, BUT NOT LIMITED TO, COURSE MATERIAL), INFORMATION, PRODUCT, OR SERVICE OFFERED ON, IN, OR THROUGH THIS WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY DOWNLOADS FROM THIS WEBSITE OR THIS SERVER) WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR ANY SERVER THAT MAKES THIS WEBSITE AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR CODE. CELESQ DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE OR THE RESULTS OF USE OF ANY MATERIAL (INCLUDING, BUT NOT LIMITED TO, COURSE MATERIAL), INFORMATION, PRODUCT, OR SERVICE OFFERED ON, IN, OR THROUGH THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE, OR THAT ANY RESULTS OBTAINED FROM YOUR USE OF THIS WEBSITE, OR ANY MATERIAL (INCLUDING, BUT NOT LIMITED TO, COURSE MATERIAL), INFORMATION, PRODUCT, OR SERVICE OFFERED ON, IN, OR THROUGH THIS WEBSITE, WILL MEET YOUR EXPECTATIONS.
CELESQ DOES NOT GUARANTY, REPRESENT OR WARRANT THAT ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THIS WEBSITE WILL BE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTY. YOU ARE RESPONSIBLE FOR THE IMPLEMENTATION OF SUFFICIENT PROCEDURES AND CHECKPOINTS WHICH SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY AND DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THIS WEBSITE OR FOR THE RECONSTRUCTION OF ANY LOST DATA.
5. LIMITATION OF LIABILITY
IN NO EVENT SHALL CELESQ OR ANY OF ITS RESPECTIVE SUPPLIERS, CONTENT PROVIDERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY MAKING CLAIMS THROUGH YOU, FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR FOR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, PROFITS OR REVENUES, BUSINESS INTERRUPTION, OR OTHER INTANGIBLES, OR THE COST OF PROCUREMENT OF SUBSTITUTE MATERIAL (INCLUDING, BUT NOT LIMITED TO, COURSE MATERIAL), INFORMATION, PRODUCT, OR SERVICE, OR ANY COMPUTER RELATED DAMAGES DUE TO DOWNLOADING FROM THIS WEBSITE OR OTHERWISE RESULTING FROM ANY USE OR INABILITY TO USE THIS WEBSITE OR ANY MATERIAL (INCLUDING, BUT NOT LIMITED TO COURSE MATERIAL), INFORMATION, PRODUCT OR SERVICE OFFERED ON, IN, OR THROUGH THIS WEBSITE, WHETHER IN AN ACTION BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THIS WEBSITE OR ANY MATERIAL (INCLUDING BUT NOT LIMITED TO COURSE MATERIALS), INFORMATION, PRODUCT, OR SERVICE OFFERED ON, IN OR THROUGH THIS WEBSITE. IN NO EVENT SHALL CELESQ’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (HOWEVER ARISING) WHETHER JOINTLY OR SEVERALLY, EXCEED THE LICENSE FEE PAID BY YOU TO CELESQ FOR THE PARTICULAR CELESQ COURSE YOU HAVE ORDERED AT THE TIME THE ALLEGED CLAIM OR CAUSE OF ACTION AROSE.
6. Not Legal Advice. Course Materials are not intended to, and do not, constitute legal advice. Although we use reasonable efforts collecting, preparing and providing Course Materials, we do not warrant or guaranty completeness, adequacy, or timeliness of any Course Materials. You agree to defend, indemnify, and hold harmless Celesq, its officers, directors, employees, agents, and third party suppliers and licensors from and against any claims, actions, demands, judgments or liabilities, fines, penalties and expenses, including but not limited to reasonable legal and accounting fees, resulting from, or alleged to result from, your use of or reliance upon any Course Materials.
7. Security. You must comply with any security processes and procedures (including but not limited to passwords and user identification protocols) specified by Celesq from time to time with respect to accessing or use of Course Materials. You must not access or attempt to access any restricted areas of this Website unless you have been provided with explicit written authorization to do so by Celesq. You should review the Terms and Conditions of Use which also governs your visits to and use of this Website.
8. Taxes. You are responsible for the payment of all sales, use, and similar taxes relating to the licenses granted under this Agreement or your use of Course Materials.
9. Modification/Termination. Celesq reserves the right to modify or discontinue use of Course Materials or this Website at any time with or without cause. Celesq is not liable to you or any third party for any modification or termination of Course Materials or this Website.
10. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of State of Florida, without giving effect to any principles of conflict of laws. Although you agree that Celesq has the ability to enforce its rights in any court of competent jurisdiction, you agree to submit to the exclusive jurisdiction of the courts of Palm Beach County, Florida, or any federal court located within the Southern District of Florida, and you waive any objection based on forum non-comveniens or venue with respect to such jurisdiction in Florida. Any claim against Celesq or any of its suppliers or third party licensors arising out of or related to this Agreement of your use of Course Materials or this Website must commence within one year after the cause of action arose otherwise that cause of action is permanently barred. The section titles in this Agreement are solely for convenience and are of no legal or contractual significance. If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provision of this Agreement, which shall remain in full force and effect. No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or any other term. This Agreement and the Terms and Conditions of Use constitute the entire agreement between you and Celesq with respect to this transaction. Any changes to the terms and conditions of this Agreement must be in writing and signed by Celesq.
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