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|End User License Agreement||Site policy||All users|
End User License Agreement for Circle of Security International's Learning platform and Content
IMPORTANT – READ CAREFULLY
a. Description. This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as "Licensee") and the Circle of Security International, a Washington Corporation having a principal place of business at 25 West Main Avenue, Suite 440, Spokane, WA (hereinafter, “COSI”) for the e-learning platform (“Platform”) and training content (“Training”) that accompanies this EULA, including any associated media, printed materials and electronic documentation.
b. Binding Terms and Changes. By becoming a registered user of the Platform by clicking the "I agree to the End User License Agreement" button on this page, and by using the Training, Licensee acknowledges that Licensee has read and understood this Agreement and agrees to be bound by all of the terms and conditions of this Agreement. COSI may change the terms of this Agreement from time to time. Any changes to this Agreement will be posted on COSI’s website and will become effective and be binding on immediately upon posting. COSI may also change the terms by notifying customers by any other reasonable form of notification, effective immediately upon notice being provided. Licensee’s continued use of the Platform and Training following such notice constitutes acceptance of those changes. If Licensee does not agree to the terms of this EULA, do not access or use the Platform and Training.
2. FEES AND PAYMENTS
a. COSI will charge subscription fees for access to the Platform and Training and may change the fees charged at any time. When fees are changed, COSI will notify Licensee by e-mail, by posting a notice on the COSI website, or by any other reasonable form of notification. The fee options available to Licensee will be presented within the Training.
b. Access to the Training will be available for a specified subscription period following completed payment for the training. Licensee access to the Platform and Training will be terminated at the end of the term in effect.
c. Licensee agrees to pay all fees and other charges that may be incurred in connection with username and password (including any applicable taxes) at the rates in effect when the charges were incurred.
d. All fees and charges incurred in connection with Licensee’s organization are Licensee’s responsibility and will be billed to Licensee.
e. Licensee is solely responsible for any charges incurred to access the Platform and Training, such as telephone and other equipment charges, and fees charged by an Internet access provider or other third-party service.
3. SOFTWARE LICENSE
a. Access to the Platform is licensed, not sold, to Licensee for a specified amount of time.
b. Licensee rights to use the Platform is personal, non-exclusive, nontransferable, and may not be sub-licensed. Licensee may not share this right with any one.
c. Licensee agrees not to reverse engineer, decompile, disassemble or otherwise attempt to derive the source code and Training of the Platform.
d. Any violation of this Agreement or abuse of the policies of the Platform and Training will result in the immediate and permanent cessation of access to all COSI servers and services and of Licensee’s license to use the Platform and Training and will be pursued to the fullest extent permitted under all applicable laws, treaties, and conventions.
4. AUTHORIZED USERS
a. Licensee and Licensee’s employees will create profiles with unique passwords for use in accessing the system. Licensee acknowledges and agrees that profile information and passwords are confidential and that once assigned, Licensees may not provide the profile information or password to any other individual or entity. Sharing of usernames and passwords is not permitted and is cause for immediate termination of this Agreement without notice.
b. Licensee is solely responsible for maintaining the confidentiality of usernames and passwords for licenses consumed by Licensee authorized parties. Licensee agrees to immediately notify COSI if Licensee becomes aware of or has reason to believe that there is any unauthorized use of any user accounts or any other breach of security. Licensee also agrees to take all reasonable steps to stop such unauthorized use and to cooperate with COSI in any investigation of such unauthorized uses or of infringements of COSI’s intellectual property rights. COSI shall have the sole right, at its expense, to bring any action on account of such infringements or unauthorized uses. COSI is in no way liable for any claims related to the use or misuse of Licensee usernames and passwords due to the activities of any third party outside of COSI’s control or due to Licensee’s failure to maintain their confidentiality and security.
c. Third parties may not access the Platform and Training under a remote computing services, timesharing, facilities management, outsourcing, or other such third-party access arrangements, even if contracts authorizing such use or access for other licensed products are in effect between Licensee and COSI. Licensee may not distribute the Training to any third party in modified or unmodified form.
d. The Platform and Training may only be accessed via the specified COSI websites, and Licensee may not download, save and reuse or otherwise access the Training offline without executing a separate agreement with COSI. Licensee may print screen pages for the individual use of Licensee. Licensee may not duplicate or reproduce the printed screens or distribute the printed screens to any other individual or entity.
e. Training materials may not be distributed to any other individual or provided to a third party in either modified or unmodified form. Licensee may not use the Training to teach or create Licensee's own training, regardless of whether such training is for internal or external use.
f. Without limitation, Licensee is prohibited from:
i. transferring any right, title or interest in the license to the Training;
ii. copying, extracting, summarizing, distributing or teaching the Training;
iii. using the Training to make any reports or data compilations to be sold, loaned or distributed to a third party; iv. distributing the Training to any third party in modified or unmodified form;
v. using the Training for the benefit of a third party in exchange for compensation; or
vi. allowing any party other than Licensee to use or otherwise access the Training.
g. Licensee agrees to secure and protect the Training and Platform in a manner consistent with the maintenance of COSI’s rights therein.
5. PRODUCT SUPPORT
a. COSI may provide Licensee with support services related to the Platform and Training ("Support Services"). Use of Support Services is governed by the COSI policies and programs described in the Platform and Training documentation or in other COSI-provided materials. Licensee acknowledges and agrees that COSI may use technical information Licensee provides to COSI as part of the Support Services for its business purposes, including for product support and development. COSI will not utilize such technical information in a form that personally identifies Licensee, except as otherwise provided in this EULA.
b. During the term of the license granted hereby, COSI will use reasonable efforts, either by telephone or in writing, to help Licensee solve specific problems using the Platform and Training. It may not be possible for COSI to solve all problems or correct all errors in the Platform and Training.
c. COSI may, from time to time, update and/or upgrade the Platform and Training by various changes that COSI, at its sole discretion, may choose to make. Any such updates or upgrades shall be considered part of the Platform and Training and shall be governed by the terms of this EULA. The provision of such updates or upgrades may materially affect the operation of the Platform and Training, and Licensee agrees that Licensee will take required actions to install any upgrades or updates COSI may provide. However, COSI shall be under no obligation to provide any update or upgrades to the Platform and Training.
d. The Platform and Training functions, features and any services, provided by COSI may change from time to time, without notice to Licensee. Licensee further acknowledges that COSI may terminate Support Services, updates, upgrades and other services at any time, without notice to Licensee, and for any reason.
6. TERM AND TERMINATION
a. This Agreement will become effective upon Licensee acceptance of the terms of this Agreement by Licensee clicking on the “I agree to the End User License Agreement” button and, subject to the terms and conditions of this Agreement, will remain in effect while Licensee maintains a current, fully paid up subscription to the Platform and Training, or until terminated by COSI. COSI may discontinue or change the Training, or its availability to Licensee, at any time without notice.
b. Subscriptions, once purchased, are not returnable.
7. INTELLECTUAL PROPERTY
a. COSI Training content is copyrighted. Ownership of the Training and Platform, including any intellectual property embodied therein, remains with COSI or its licensor(s) at all times. Licensee agrees to abide by United States and international copyright laws and treaties, and all other applicable laws and regulations including, but not limited to, export control laws and regulations. COSI reserves the right to update and revise the content and platform at any time in its sole discretion. Copyright and other proprietary rights notices in the Training shall not be deleted or modified.
b. COSI and other names, logos are either trademarks or registered trademarks of COSI or of its licensors. All other product and/or brand or company names mentioned in the the Platform and Training or this Agreement are the trademarks of their respective owners. This EULA does not grant Licensee any rights in connection with any trademarks or service marks of COSI.
c. All title and intellectual property rights in and to the Platform and Training (including but not limited to any images, photographs, animations, video, audio, music, text, and routines incorporated into the Platform and Training, as well as world-wide rights to copyrights, including moral rights, registrations and applications for registration thereof; computer software programs, data and documentation; patents, patent applications and all related continuations, divisional, reissue, design patents, applications and registrations thereof, certificates of inventions; trademarks, service marks, trademarks applications, domain names and trade secrets; and other proprietary rights relating to the foregoing), the accompanying printed materials, and any copies of the Platform and Training are owned by or licensed to COSI or its suppliers, unless otherwise indicated. All title and intellectual property rights in and to the content that is not contained in the Platform and Training, but may be accessed through use of the Platform and Training, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants Licensee no rights to use such content.
d. No rights other than those explicitly stated herein are granted in Licensee favor.
8. COMPLIANCE WITH U.S. LAWS. Licensee acknowledge that the Platform and Training is of U.S. origin. Licensee agrees to comply with all applicable international and national laws that apply to the Platform and Training, including
the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
9. PRIVACY. Any personal data provided to COSI in order to license the product will be maintained in a secure database (except for the credit card number. COSI will not retain credit card information) and accessed for the purposes of communicating with Licensee regarding the Platform and Training or other products and services, accounting, or auditing.
10. DISCLAIMER OF WARRANTIES AND LIMITATION OF DAMAGES
a. COSI AND ITS AFFILIATES, AGENTS DISTRIBUTORS, EXPRESSLY DISCLAIM ANY WARRANTY, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM AND TRAINING, SERVICES OR ANY INFORMATION DELIVERED OR SENT BY COSI OR ANY THIRD PARTY THROUGH THE PLATFORM AND TRAINING. THE PLATFORM AND TRAINING ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
b. COSI DOES NOT WARRANT OR GUARANTEE THAT THE FUNCTIONS PERFORMED BY THE PLATFORM AND TRAINING OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY INFORMATION, DATA, COMPUTER PROGRAM, CONTENT, ADVERTISEMENT AND OTHER MATERIALS RECEIVED ON OR THROUGH THE PLATFORM AND TRAINING OR SERVICES WILL BE FREE OF ANY VIRUSES, WORMS, TROJAN HORSES OR ANY OTHER DESTRUCTIVE PROPERTIES OR BE FREE FROM ANY OBJECTIONABLE MATERIALS OR MATERIALS THAT MAY BE DEEMED OBJECTIONABLE BY SOME INDIVIDUALS.
c. COSI SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS MADE ON THE BASIS OF INFORMATION PROVIDED IN THE PLATFORM, NOR FOR THE ACCURACY OF THE INFORMATION IN THE TRAINING. WITHOUT LIMITING, MODIFYING, OR DEROGATING FROM ANY OF THE FOREGOING. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
d. LICENSEE RELIES ON THE TRAINING AND ITS CONTENTS AT ITS OWN RISK. THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE; NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF THE SERVICE; AND NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE OR ANYTHING ELSE PROVIDED PURSUANT TO THIS AGREEMENT WILL NOT INFRINGE PROPRIETARY RIGHTS
OF THIRD PARTIES.
e. LICENSEE UNDERSTANDS THAT THE TRAINING IS FOR EDUCATIONAL PURPOSES ONLY.
f. DESCRIPTIONS OF, OR REFERENCES TO, PRODUCTS OR PUBLICATIONS DOES NOT IMPLY ENDORSEMENT OF THAT PRODUCT OR PUBLICATION.
g. THE PLATFORM AND TRAINING ARE CONTINUALLY UNDER DEVELOPMENT AND CHANGES MAY BE MADE TO THE PLATFORM AND TRAINING AT ANY TIME.
h. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COSI OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, DIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR DATA OR PROGRAM LOSS, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF, RELIANCE UPON OR INABILITY TO USE THE SOFTWARE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF COSI OR ANY SUPPLIER, AND EVEN IF COSI OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
i. THIS SECTION SHALL SURVIVE TERMINATION AND EXPIRATION OF THIS AGREEMENT AND SHALL REMAIN IN FULL FORCE AND EFFECT THEREAFTER.
a. This Agreement will be governed by and construed in accordance with the laws of the State of Washington, without regard to conflicts of law principles and without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. Customer hereby submits to and agrees that the sole jurisdiction and venue for any actions that may arise under or in relation to the subject matter hereof shall be the courts located in the State of Washington.
b. Should any provision, or portion of any provision, of this agreement be declared unenforceable or null or void by a court of law, then that provision, or portion thereof, shall be considered stricken from this agreement and replaced by a provision that most closely approximates the intent of the parties as expressed by the stricken provision, as may be allowable by law. In any event, the remaining provisions of the terms shall remain binding and fully enforceable.
c. A waiver by any party of any provision, or portion of any provision, in any one instance shall not be deemed or construed to be a waiver of such provision, or portion of any provision, for any similar instance in the future.
d. This Agreement has been read in its entirety and Licensee agrees to and understands the terms and conditions set forth herein. Licensee further acknowledges that there are no other terms or oral agreements existing between Licensee and COSI. This Agreement may not be amended or modified in any way without the prior written consent of COSI.
e. Reservation of Rights. All rights not expressly granted are reserved by COSI.
f. Contact Information. Should Licensee have any questions concerning this EULA, or if Licensee desire to contact COSI for any reason, please contact COSI at: 25 West Main Avenue, Suite 440, Spokane, WA 99201.
12. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between Licensee and COSI governing Licensee use of our Web site and supersedes any prior agreements, if any, between Licensee and COSI relating to any matter dealt with in this Agreement. Licensee may also be subject to additional terms that apply when Licensee deals with advertisers or use links.