PLEASE READ THIS SUBSCRIPTION AND COURSES LICENSE AGREEMENT (this "Agreement") CAREFULLY. YOU ARE ACKNOWLEDGING YOUR ACCEPTANCE OF ITS TERMS AND CONDITIONS BY LOGGING ON OR REGISTERING FOR A SUBSCRIPTION AND/OR COURSE(S).
YOUR RIGHT TO REGISTER FOR AND USE A SUBSCRIPTION AND/OR COURSE(S) IS GOVERNED BY THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. COMPLETION OF YOUR REGISTRATION FOR A SUBSCRIPTION AND/OR A COURSE(S) CONSTITUTES YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT REGISTER FOR A SUBSCRIPTION AND/OR COURSE(S).
FOR SUBSCRIPTIONS ONLY. Upon payment in full of the annual Subscription fee, you are entitled to the following: (a) One (1) Subscription Catalog (the "Catalog"); (b) a User Identification issued in the name of the individual subscribing and executing this Agreement, or in the case of a business or corporate subscriber, the name of the employee who will be using the services provided for herein (the "Subscriber" and/or "you"); (c) a Password which will enable the Subscriber to select and register for a Course(s) included in the Catalog; and (d) a non-exclusive, limited license to access a Course(s) included in the Catalog chosen by the Subscriber.
TERM. The term of your Subscription is one (1) year which shall commence on the date the payment of the annual Subscription fee is received.
LICENSE GRANT AND RESTRICTIONS. SmartPros hereby grants to the Subscriber a non-exclusive, non-transferable, limited license to access, view and use online, and to download or print for your personal use only, one (1) copy of the Course(s) for which you are registering and paying the applicable fee. You may not make any additional copies of the Course(s), in whole or in part, in any format (i.e., print or electronic form), or transfer, loan, lease, or otherwise distribute in any manner any part of the Course(s) to a third party. You may not modify or create derivative works from the Course(s) or related materials.
OWNERSHIP. Except for the limited license expressly granted to you under this Agreement, SmartPros and its licensors retain all right, title and interest in and to the Course(s), including any authorized copies and all related materials. It shall be a violation of this Agreement if you remove any copyright or other proprietary rights notices from the Course(s).
REPRESENTATIONS OF SUBSCRIBER, LICENSEE. By subscribing or purchasing course(s) hereto, you are entering into this Agreement. You represent and warrant that (a) all information you supply during the registration process for each Subscription is true, accurate, current and complete; (b) you will not register under the name of, nor attempt to enter or use in any way, a Subscription or course(s) granted to another person, business or corporation; (c) if the Subscriber is a business or corporation, the person entering into this Agreement is authorized to do so; (d) you will not disclose your User Identification or Password to any third parties and will notify SmartPros at education@smartpros.com of any known or suspected unauthorized use of your User Identification, Password or rights granted under this Agreement; and (e) you will be responsible for any and all use of your Subscription and course(s) whether or not such access and use is authorized by you, and you will indemnify and hold SmartPros harmless with respect to any such authorized or unauthorized access and use.
RESERVATION OF RIGHTS. SmartPros reserves the right, from time to time during the term of this Agreement, to (a) add to or delete from the Courses offered in any particular Catalog; (b) discontinue any particular Course or Courses; (c) amend this Agreement by posting such amended Agreement on the SmartPros Web site referenced above, and (d) disclose Continuing Professional Education information to the appropriate reporting agencies. You are acknowledging and agree to be bound by the terms of such amended Agreement by simply logging on to your Subscription or Course(s) after the posting of such amended Agreement on the SmartPros Web site and thereby agree to be bound by the terms of such amended Agreement. If you do not agree to be bound by the terms of such amended Agreement, do not log in to your Subscription or Course(s)and contact SmartPros by electronic mail addressed to education@smartpros.com or in writing.
REFUND POLICY. SmartPros will refund your License fee if you have registered for a Course(s) and found it (them) unsatisfactory, provided that you have not taken the Final Test and your refund request is submitted, within 14 days of registering for the course, by electronic mail addressed to education@smartpros.com or in writing.
Subscribers have fourteen (14) days from the commencement of the Subscription to request a full refund. It is assumed that, after 14 days, the Subscriber is satisfied with the materials and service provided by SmartPros hereunder. If, during the first 14 days of the Subscription, the Subscriber takes a Course(s) for credit and then requests a refund, the refund will be in the amount of the annual Subscription Fee paid by the Subscriber, less forty five ($45.00) Dollars per credit for Course(s) completed. Any request for a refund must be made by electronic mail addressed to education@smartpros.com or in writing.
TERMINATION OF THIS AGREEMENT. If, at any time after the execution of this Agreement, or the acceptance of the terms of any amended Agreement, you wish to terminate this Agreement, you may do so by providing notice of such termination to SmartPros by electronic mail addressed to education@smartpros.com. SmartPros may terminate this Agreement at any time, without notice to you, if you breach the terms of this Agreement. Upon such termination, all rights granted to you by virtue of this Agreement will immediately terminate and SmartPros may immediately disable your User Identification and Password and terminate all of your rights granted hereunder. Further, in the event of such termination by SmartPros, you agree to indemnify and hold SmartPros harmless from and against any claims arising out of the termination of this Agreement. Finally, in the event of such termination arising out of a breach of your obligations hereunder, you acknowledge and agree that SmartPros may be irreparably damaged and, as a result, shall be entitled to injunctive relief, as well as any other relief, at law or in equity.
TRANSFERABILITY. Each Subscription and or Course(s), including those issued to business or corporate users, is personal to the Subscriber or Course(s) user and non-transferable, without the express written consent of SmartPros. You may not assign, transfer or sublicense this Agreement, or any of the rights arising therefrom, in whole or in part, whether by operation of law or otherwise, to any third party, except with SmartPros' express written consent. SmartPros may transfer or assign this Agreement, at its sole discretion.
DISCLAIMER OF WARRANTIES. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT SmartPros AND ITS LICENSORS PROVIDE ALL COURSES AND RELATED MATERIALS "AS IS", WITHOUT ANY GUARANTIES OR WARRANTIES THAT THE COURSES AND RELATED MATERIALS ARE ERROR-FREE, AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR BY OPERATION OF LAW, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. Neither SmartPros nor its licensors shall be obligated, accountable or liable to you or any third party for damages of any kind whatsoever, including, but not limited to, direct, indirect, special or consequential in connection with this Agreement, the termination of same, your Subscription, or of your access to, or use of, the Courses in whole or in part.
LIMITATION OF LIABILITY. IN NO EVENT SHALL SMARTPROS OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL, ARISING OUT OF THE DELIVERY, PERFORMANCE, OR USE OF THE COURSE(S) OR RELATED MATERIALS, WHETHER INCURRED BY YOU OR ANY THIRD PARTY, EVEN IF SMARTPROS OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OR MAY OTHERWISE KNOW OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE AFORESAID, IF ANY LIABILITY IS IMPOSED ON SMARTPROS OR ITS LICENSORS OR SUPPLIERS, SMARTPROS' AND ITS LICENSORS' OR SUPPLIERS' TOTAL LIABILITY TO YOU OR ANY THIRD PARTY SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SUBSCRIPTION OR COURSE(S), WHICHEVER IS LESS.
GENERAL. (a) This Agreement is governed and shall be construed in accordance with the laws of the State of New York, excluding its choice of law rules, and the Subscriber, by entering into this Agreement and availing himself of the rights granted hereunder, submits to the jurisdiction of the State of New York with regard to any dispute or controversy arising therefrom; (b) this Agreement constitutes the entire agreement and supersedes any prior agreements or understandings, oral or written, between SmartPros and you concerning the Agreement, the Subscription, the Catalog or any of the Courses; (c) failure or delay in enforcing any right or provision of this Agreement shall not be deemed a waiver of such provision or right with respect to any subsequent breach or a continuance of an existing breach; (d) if any provision of this Agreement shall be held to be unenforceable, that provision will be enforced to the maximum extent possible, and the remaining provisions of this Agreement will remain in full force and effect; (e) any dispute between the Subscriber and SmartPros that arises out of this Agreement shall be submitted to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association located in New York City and/or the New York City metropolitan area; and (f) all of the terms of this Agreement that by their nature survive termination of this Agreement, including without limitation, all payment obligations, warranty disclaimers and limitations of liability, will continue in full force and effect after the termination of this Agreement.
If you do not understand all of the terms set forth herein, please consult with an attorney before proceeding further as this is a legally binding contract.