End User Terms and Conditions Agreement
The undersigned hereby agrees that by registering to take a course offered by The Porter and Chester Institute, Inc. ("PCI"), and by (i) using the PCI website, and/or (ii) accessing, downloading, printing or copying PCI materials, information, documents, literature, reports, and other educational materials, the undersigned, together with your agents, employees, successors and assigns ("END USER") agree to be bound by all of the terms and conditions set forth herein (the "Agreement"), which may be updated from time to time without notice to you.
Your use of and access to the PCI website is subject to your acceptance of this Agreement, and your access, browsing or use of the PCI website is your acceptance, without limitation or qualification, of the terms of this Agreement as if you had signed it. PCI and END USER are each a "Party" to this Agreement and are collectively "the Parties" hereto. The Parties agree as follows:
PCI has developed and owns, or has licensed, certain curriculum, data, content, methods, media assets and training curriculum, and related technology and information that PCI makes available via its website in the form of online courses for end users (the "Course(s)").
2. Permitted Use of the Course(s) and PCI Website:
All materials posted on the PCI website that END USER accesses, copies, prints and/or downloads are licensed to END USER by PCI for END USER's personal, non-commercial use only. END USER shall not alter, modify, change or delete any copyright, trademark or other proprietary notice on such materials. END USER shall have access to, and use of, the Course(s) only in accordance with the terms and conditions of this Agreement.
END USER's use of the Course(s) is limited as expressly permitted herein. Absent prior written consent of PCI, access to the Course(s) is solely limited to END USER. Nothing in this Agreement shall be construed as expressly or implicitly granting to END USER any other or further rights not expressly set forth herein.
END USER shall be responsible for any use by any other person or entity other than as expressly permitted herein. END USER agrees that PCI shall not be liable to END USER or any third party for any modification, alteration, suspension or discontinuance of the PCI website.
3. Intellectual Property Rights:
END USER acknowledges that PCI, as owner or licensee, and, in which case the licensor thereof, is the sole owner of all intellectual property rights and proprietary rights, including patents and copyrights, pertaining to the content, design, operation and use of the Course(s), the PCI website and any and all future modifications, alterations, derivatives, enhancements or improvements to or of the Course(s) and the PCI website.
Absent the prior written consent of PCI, END USER shall not reproduce, duplicate, copy, sell, resell or exploit, or attempt to do any of the foregoing, for any purpose whatsoever. All rights in and to the Course(s), the courses and content made available to END USER by PCI, if not expressly granted, are reserved. END USER further acknowledges that this Agreement does not confer any rights upon END USER to use the Course(s) in any manner other than as expressly authorized by this Agreement. END USER further agrees that, during the term of this Agreement and following the termination or expiration of this Agreement, END USER shall not attempt to assert or acquire ownership of any proprietary rights or intellectual property rights including copyrights pertaining to the Course(s) or the PCI website.
4. Term and Termination:
Except as otherwise provided herein, this Agreement shall be in effect during the period when END USER is enrolled in a Course(s). PCI shall have the right to terminate this Agreement immediately, upon written notice to END USER, in the event that END USER (i) fails to make any payment when due to PCI; or (ii) commits fraud or misrepresentation in the registration application; or (iii) a material breach occurs and/or is continuing or a set of facts occurs that could reasonably lead to a material breach by END USER in its obligations to PCI under this Agreement or any other agreement between the parties; or (iv) any use by END USER, or any person or entity accessing or using through END USER, of the PCI website, Course(s) or content in a manner that violates or is inconsistent with the purpose and intent of this Agreement, as determined by PCI at its sole discretion.
Upon termination of this Agreement, PCI may immediately terminate END USER's access to the PCI website and the Course(s), and any content, data or information pertaining to the Course(s), and all rights granted to END USER, shall immediately terminate. The following shall survive termination of this Agreement: the provisions in paragraphs 6 and 8 of this Agreement regarding indemnification and confidentiality.
END USER shall pay PCI compensation for access to, and use of, the Course(s) and the PCI website as set forth in the registration application. END USER shall pay PCI all compensation due in accordance with the terms of the registration application.
END USER shall indemnify, defend and hold harmless PCI and its members, officers, directors, employees, representatives and agents from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities, including, without limitation, reasonable attorneys' fees and costs, arising from or related to this Agreement and END USER's use or operation of the Course(s) and/or the PCI website.
All notices, requests, demands and other communications given with respect to this Agreement shall be in writing and shall be deemed to have been given when delivered by electronic means or when mailed by Certified Mail, Return Receipt Requested, postage prepaid, or delivered by an overnight courier service that provides proof of delivery, to the other Party at its principal place of business or such other address as is provided in writing.
a) Confidential Information:
End User shall not disclose to any third party any Confidential Information either during the term of this Agreement or at any time thereafter. "Confidential Information" shall mean all PCI information related to this Agreement including but not limited to the following: (a) the Course(s) and the PCI website, and all content, data and information related thereto; (b) PCI's business or technical information, including, without limitation, information relating to PCI's software, documentation, source codes, object codes, and/or modifications to the foregoing; (c) PCI's designs, costs, finances, marketing plans, business opportunities, personnel, research, development, and know-how; (d) any information designated by PCI as "confidential" or "proprietary" or which, under the circumstances, END USER should reasonably have understood to be confidential, proprietary or trade secret information of PCI; and (e) the terms and conditions of this Agreement (including, without limitation, the fees and charges set forth or referred to in this Agreement).
"Confidential Information" does not include information that (a) is in the public domain or is generally publicly known through no improper action or inaction by END USER; (b) was rightfully in END USER's possession or known by END USER prior to receipt from PCI; or (c) is disclosed to END USER by a third party without violating any duty of confidentiality.
If Confidential Information is required to be disclosed by END USER pursuant to law, regulation, judicial order or other legal process, END USER may disclose such Confidential Information as legally required provided END USER provides PCI advance written notice and an opportunity to seek confidential treatment thereof and/or obtain a protective order therefore, and END USER agrees to cooperate fully with PCI to protect the disclosure of any Confidential Information; and END USER agrees to limit any such required disclosure as minimally necessary to comply with said law, regulation, judicial order or other legal process.
9. Consequential damages:
END USER expressly understands and agrees that PCI shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to , damages for loss of profits, goodwill, use, data or other intangible losses, whether based in contract, tort or otherwise, resulting from the use or inability to use the PCI website or any other matter related to the Course(s) or the PCI website.
10. Relationship of the Parties:
Nothing in this Agreement shall be construed to make either party an agent, joint venturer or partner of or with the other party, and neither party shall have the right or authority to legally bind the other in any manner.
11. Entire Agreement:
This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous proposals, discussions, agreements, understandings and communications. This Agreement may not be altered, modified or waived in whole or in part, except in a writing, signed by the Parties.
12. Choice of Law:
This Agreement and any and all disputes between the Parties arising from it shall be governed by the laws of the State of Connecticut, without regard to its conflict of laws rules and principles. The Parties agree that the exclusive jurisdiction for any litigation involving any dispute arising out of this Agreement shall be in the courts of the State of Connecticut. The parties expressly agree to subject themselves to the venue and personal jurisdiction of such court, and to accept service of process by certified mail. The parties further agree to waive all rights to a jury trial, or certification of a class action, in connection with any such lawsuit.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of the remaining provisions of the Agreement.
The failure of a Party at any time to enforce any provision of this Agreement, or to require performance of any provision, shall in no way be construed as a waiver of any such provision, nor shall such action or inaction, as the case may be, in any way effect the validity of this Agreement, nor shall it effect that Party's right thereafter to enforce each and every provision of this Agreement.
15. Paragraph Headings:
The paragraph headings in this Agreement are for convenience of reference only and shall not be considered in any interpretation of this Agreement.