The following Terms and Conditions ("Terms and Conditions") as set forth by S/P2, a division of U, Inc., ("S/P2") are entered into and agreed upon by the licensee ("Licensee"). S/P2 is providing the information contained in this (or these) documents as a public service. S/P2 believes that the information is correct and accurate as of the date posted and has no reason to believe otherwise. However, S/P2 does not guarantee the correctness or accuracy of the information and will not be responsible for incorrect or inaccurate information or any damage or loss suffered by any person as a result of reliance on such information by any person.
The information presented relates to safety and environmental regulations of the Federal government. State laws, regulations, rulings and/or local ordinances may apply in lieu of, or in addition to, the Federal rules and should be reviewed before taking any action as a result of this information.
S/P2 hereby grants Licensee a non-exclusive, non-transferable license ("License") to use the online training software and courseware, as well as any other systems or services related to Licensee's training for safety and pollution prevention best practices (the "Software"). This License is not a sale. The Software is intended for Licensee's business use only, and may not be resold or used in any other way without express written consent from S/P2.
2. Obligations of Licensee.
a. Licensee agrees to pay all charges and abide by all terms as described below relating to the License that Licensee purchases.
b. Licensee may purchase a License for one facility/school. If Licensee purchases a License for one facility /school, that License allows Licensee to train any and all employees/students who are employees/students that work at/attend that single facility, and no other employees/students from other facilities/schools are allowed to use the Software without the purchase of an additional License.
c. Licensee shall protect the Software against access by persons not authorized to use it pursuant to this License.
3. Intellectual Property Rights.
a. S/P2 shall have and retain sole ownership of all its intangible legal rights or interests evidenced by or embodied in (a) any idea, design, concept, technique, invention, discovery or improvement, regardless of patentability, but including patents, patent applications, trade secrets and know-how; (b) any work of authorship, regardless of ability to copyright, but including copyrights and any moral rights recognized by law; (c) any trademark, trade name, trade secret, service mark; and (d) any other similar rights, in each case, on a worldwide basis ("Intellectual Property Rights").
b. Licensee shall not copy, reverse engineer, disassemble, decompile, translate, or modify the Software or any of S/P2's Intellectual Property Rights, or grant any other person or entity the right to do so.
A refund of the purchase price shall be granted to a Licensee up to thirty (30) days from the date of purchase, provided there has been NO USAGE or ATTEMPTS OF USAGE of the Software by the Licensee during this period.
5. Term and Termination.
This License is effective for a period of twelve (12) months following course registration. This License will terminate immediately without notice from S/P2 if Licensee fails to comply with any provision of this License. Upon termination, Licensee will no longer be provided with access to the Software via online delivery or other means.
Licensee acknowledges that S/P2 may disclose to any third-party insurance company certain general information regarding Licensee's status with the Software, including whether Licensee is currently enrolled, or has been enrolled in the Software, and whether any personnel of Licensee have completed courses or tests within the Software. Additionally, if Licensee is acquiring the License on behalf of any school for use in such school, then Licensee and school agree that S/P2 has permission to publicize the school as a user of the Software.
Licensee expressly acknowledges and agrees that the use of the Software is at Licensee's sole risk. The Software, documentation, and technical support are provided "AS IS" and without warranty of any kind. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, S/P2 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. S/P2 DOES NOT WARRANT THAT THE INFORMATION CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION AND/OR DELIVERY OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, S/P2 DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
8. LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES SHALL S/P2, 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 SOFTWARE , EVEN IF S/P2 OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE FURTHER AGREES THAT IN NO EVENT SHALL S/P2'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 SOFTWARE IS ASSOCIATED.
9. Force Majeure.
In the event S/P2 is unable to perform its obligations hereunder as a result of any contingency which is beyond S/P2's reasonable control (such as any act of God, war, riot, national emergency, terrorist act, general embargo, fire, casualty, equipment failure, flood, earthquake or other similar occurrence, or failure or slow speed of the Internet) (each, a "Force Majeure Event"), S/P2 shall be excused from its inability to perform their obligations hereunder, but only to the extent and for the duration of the Force Majeure Event in question, and shall resume performance hereunder as soon as reasonably practicable following such an occurrence.
The invalidity or unenforceability of any provision of these Terms and Conditions shall not affect the validity or enforceability of any other provisions of these Terms and Conditions, all of which shall remain in full force and effect.
11. Governing Law; Venue.
This License and these Terms and Conditions shall be governed by and shall be construed, interpreted and enforced in accordance with the laws of the State of Kansas, without reference to principles of conflicts of law. The parties agree that the sole and exclusive venue for any and all disputes arising hereunder shall be in any court located in Johnson County, Kansas. The parties hereby irrevocably consent to the jurisdiction of the appropriate court in Johnson County, Kansas. The parties irrevocably submit and consent, and irrevocably waive any and all objections which any party may now or hereafter have, to process being served in any such suit, action or proceeding referred to in the preceding subsection pursuant to the rules of the applicable court, including, without limitation, service by certified or registered mail, return receipt requested.
12. No Waiver or Assignment.
No delay or failure to take action under this License or these Terms and Conditions will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of S/P2, 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 S/P2 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.