This is an End User License Agreement (the "Agreement") between Bandura, LLC ("BANDURA"), You (or "User" or "your") and the insurance company affiliate of American International Group, Inc. that issued the insurance policy providing the TechGuard SHIELD eLearning platform and/or the IP Blocking Solution to you (with its affiliates, “AIG”) (each, a "Party" and collectively, the "Parties").
Subject to the terms and conditions of this Agreement, Bandura is providing the User, as a qualified policyholder of a cyber insurance policy issued by AIG, (i) a license to use the TechGuard SHIELD eLearning software ("TechGuard SHIELD") and the content delivered by BANDURA through such software (“Bandura Content”); and/or (ii) one Bandura network security appliance (the “Network Appliance”), with the necessary IP Blocking software ("Security Software"), to deliver the blacklist IP blocking service (“IP Blocking Service”). Any reference in this Agreement to "Licensed Software" shall mean the TechGuard SHILED and/or the Security Software, as applicable. Any references in this Agreement to the IP Blocking Service shall only apply if User is entitled to receive and elects to receive the IP Blocking Service. This Agreement is valid without BANDURA's or AIG's electronic acceptance of its terms and becomes effective upon the earlier of User's electronic acceptance of its terms or User's use of the Licensed Software or the IP Blocking Service. BY ACCESSING THE LICENSED SOFTWARE OR IP BLOCKING SERVICE OR BY CLICKING THE "I ACCEPT" BUTTON YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
User acknowledges and agrees that: (i) AIG has contracted with BANDURA to make the Licensed Software, IP Blocking Service and associated services available to you at no cost to you; (ii) the Licensed Software, IP Blocking Service and all associated services are being licensed and provided by BANDURA, and not by AIG; (iii) AIG shall not be liable for any damages to User caused by the Licensed Software, IP Blocking Service or any associated services; (iv) BANDURA will have access to certain of your information and has developed a policy, which can be viewed at bandurasystems.com/privacy-policy.html, to address your privacy concerns; and (v) AIG will have access to certain of your information and has developed a policy, which can be viewed at www.aig.com, to address your privacy concerns.
Subject to this Agreement, BANDURA grants User a non-exclusive, non-assignable, non-transferable, revocable, limited right and license to use the Licensed Software and IP Blocking Service. User shall not (i) license, sublicense, lease, sublease, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Licensed Software, IP Blocking Service or the BANDURA content, (ii) modify or make derivative works based upon the Licensed Software, IP Blocking Service or the BANDURA content; (iii) commercially exploit the Licensed Software, IP Blocking Service or the BANDURA content in any way, or (iv) create Internet "links" to the Licensed Software or "frame" or "mirror" any BANDURA content contained in, or accessible from, the Licensed Software on any other server, wireless or Internet-based device; (v) impersonate another user of the Licensed Software or IP Blocking Service; or (vi) use the Licensed Software or IP Blocking Service to violate the rights of or cause injury to any person or entity.
You are solely responsible for maintaining the confidentiality of the access information provided to you for access to the Licensed Software ("Credentials"), and you agree to keep this information confidential. You are solely responsible for all activity that occurs through use of the Credentials. You will not: (1) use another user's Credentials to obtain copies of or access to the Licensed Software; (2) use your Credentials to download unauthorized copies of or grant others access to the Licensed Software; (3) use the Licensed Software in a way that violates any third party's rights or any applicable law; (4) upload any files or software that may damage or provide unauthorized access to the data, software or hardware of another; or (5) interfere or allow interference with the proper functioning of the Licensed Software.
If the User is entitled to and elects to receive the IP Blocking Service, BANDURA will provide the Network Appliance necessary to implement the IP Blocking Service to the User. Title to and ownership of any Network Appliance provided to the User in connection with the IP Blocking Service will transfer to the User. BANDURA will determine the appropriate IP Blocking Service to deliver to each User, but under no circumstance shall the User be entitled to receive more than one (1) Network Appliance.
User acknowledges that ownership of and title in and to all intellectual property rights, including patent, trademark, service mark, copyright, and trade secret rights, in the Licensed Software and IP Blocking Service are and shall remain in BANDURA. User acquires only the right to use the Licensed Software and IP Blocking Service and does not acquire any ownership rights or title in or to the Licensed Software or IP Blocking Service. All modifications, updates, revisions and extensions to the Licensed Software, IP Blocking Service and documentation shall be considered part of the Licensed Software, IP Blocking Service and documentation for purposes of this Section 2. All data, information, content, graphics, text and other materials or applications prepared by User through the use of the Licensed Software, added by User or integrated by User with the Licensed Software, shall be the sole property of User. You understand that neither BANDURA nor AIG has any obligation to monitor the areas of the Licensed Software through which the User can supply information or material. However, BANDURA and AIG reserve the right at all times, in their sole discretion, to screen content submitted by Users and to edit, move, delete, and/or refuse to accept any content that in our judgment violates this Agreement or is otherwise unacceptable or inappropriate, whether for legal or any other reason.
BANDURA represents, warrants and covenants that it owns the Licensed Software, including all intellectual property rights therein, and that BANDURA has all rights necessary to license, in accordance with the terms of this Agreement, the Licensed Software, IP Blocking Service and appropriate Network Appliance, if any, to User.
BANDURA shall indemnify and hold AIG harmless against claims, liabilities, and costs, including reasonable attorneys' fees, incurred in the defense of any claim brought against AIG by User in connection with the Licensed Software and/or IP Blocking Service, including, but not limited to, malfunction of a Network Appliance, User's inability to use the IP Blocking Service or Network Appliance, and/or any damage to User's network.
BANDURA shall indemnify User against claims, liabilities, and costs, including reasonable attorneys' fees, reasonably incurred in the defense of any claim brought against User by third parties alleging that User's use of the Licensed Software, IP Blocking Service or Network Appliance infringes or misappropriates: (i) any patent; (ii) a copyright; or (iii) trade secret rights, provided that, User promptly notifies BANDURA in writing of any such claim and BANDURA is permitted to control fully the defense and any settlement of such claim as long as such settlement shall not include a financial obligation on User. User shall cooperate fully in the defense of such claim and may appear, at its own expense, through counsel reasonably acceptable to BANDURA.
To the extent permissible by law, User shall indemnify BANDURA, AIG, and their licensors, against all third party claims, liabilities, and costs, including reasonable legal fees, reasonably incurred in the defense of any claim (other than for the infringement of intellectual property rights specified in Section 3.2 above), arising out of User's breach of its representations and warranties under this Agreement or User's unauthorized use of the Licensed Software, IP Blocking Service or Network Appliance, and other proprietary information licensed under this Agreement, provided that, BANDURA or AIG promptly notifies User in writing of such claim and that User is permitted to control fully the defense and any settlement of the claim.
This Agreement will become effective on the date User accept its terms and conditions or accesses the Licensed Software or IP Blocking Service and will remain in force until User or AIG terminates this Agreement. AIG will be deemed to have terminated this Agreement and the User's use of the Licensed Software and the IP Blocking Service immediately without notice if User fails to comply with the terms and conditions of this Agreement or User no longer has an in force cyber liability policy with AIG or its affiliates. Notwithstanding, AIG reserves the right to terminate User's use of the Licensed Software and IP Blocking Service, for any reason whatsoever, with ten (10) days written notice to User. Email notice to User is deemed to be sufficient notice under this Agreement.
UPON ANY TERMINATION OF THIS AGREEMENT, USER AGREES TO RETURN TO BANDURA ANY BANDURA CONTENT WITHIN FIFTEEN (15) DAYS OF THE EFFECTIVE DATE OF TERMINATION. User is not required to return any Network Appliance intentionally provided by BANDURA as part of the IP Blocking Service.
No waiver of any right under this Agreement shall be effective unless in writing, signed by a duly authorized representative of the Party to be bound. No waiver of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right.
If any provision in this Agreement is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this License shall remain unaffected.
Except as otherwise restricted by law, this License shall be governed by the internal laws of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law or any similar successor provision), without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the Parties. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods Act shall not apply to this Agreement.
Regardless of any disclosure made by User to BANDURA or AIG of an ultimate destination of the Licensed Software or IP Blocking Service (including any Network Appliance provided in connection therewith), User acknowledges that if the Licensed Software, IP Blocking Service or Network Appliance is being released or transferred to User in the United States that it is subject to the U.S. and European Union export control laws. User acknowledges its exclusive obligation to ensure that its exports from the United States are in compliance with the U.S. export control laws. User shall also be responsible for complying with all applicable governmental regulations of any foreign countries with respect to the use of the Licensed Software, IP Blocking Service or Network Appliance outside of the United States. User agrees that it will not submit the Licensed Software, IP Blocking Service or Network Appliance or any related content to any government agency for licensing consideration or other regulatory approval without the prior written consent of BANDURA and AIG. Customer shall defend, indemnify, and hold BANDURA and AIG harmless from and against any and all claims, judgments, awards, and costs (including reasonable legal fees) arising out of User's noncompliance with applicable U.S. or foreign law with respect to the use or transfer of the Licensed Software, IP Blocking Service or Network Appliance outside the United States by User and its affiliates.
The Licensed Software, IP Blocking Service and Network Appliance provide services and use software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. The User acknowledges and agrees that the Licensed Software, IP Blocking Service and Network Appliance shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to Afghanistan, Burma, Cuba, Iraq, Iran, Libya, Sudan, or any other countries to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using this Licensed Software and IP Blocking Service, User represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. User agrees to comply strictly with all U.S. export laws.
EXCEPT AS OTHERWISE RESTRICTED BY LAW, BANDURA AND AIG MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE LICENSED SOFTWARE, IP BLOCKING SERVICE OR ANY AND ALL CONTENT. BANDURA AND AIG DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE LICENSED SOFTWARE OR IP BLOCKING SERVICE WILL BE COMPLETELY SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE LICENSED SOFTWARE OR IP BLOCKING SERVICE WILL MEET USER'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY USER THROUGH THE LICENSED SOFTWARE OR IP BLOCKING SERVICE WILL MEET USER'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, (F) THE LICENSED SOFTWARE OR IP BLOCKING SERVICE OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (G) THE SECURITY SERVICES ARE SUITABLE FOR ALL NETWORKS.
THE LICENSED SOFTWARE, IP BLOCKING SERVICE AND ALL CONTENT IS PROVIDED TO USER STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY BANDURA AND AIG.
User acknowledges that access to the Licensed Software and IP Blocking Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. BANDURA and AIG are not responsible for any delays, delivery failures, or other damage resulting from such problems.
EXCEPT AS OTHERWISE RESTRICTED BY LAW OR AS STATED HEREIN, BANDURA AND AIG SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES (IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), INCLUDING BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS LICENSED SOFTWARE OR IP BLOCKING SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE LICENSED SOFTWARE OR IP BLOCKING SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE LICENSED SOFTWARE OR IP BLOCKING SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT AND/OR FITNESS FOR A PARTICULAR PURPOSE) EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
IN FURTHERACNCE, AND NOT IN LIMITATION OF THE FOREGOING, BANDURA AND AIG ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT OF YOUR ACCESS TO, USE OF, OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO ARISING OUT OF OR RELATING TO THE LICENSED SOFTWARE OR IP BLOCKING SERVICE.
This Agreement sets forth the entire understanding and license between User, BANDURA and AIG and may be amended only in writing signed by all Parties. No other person is authorized to modify this Agreement or to make any warranty, representation or promise, which is different than, or in addition to, the warranty, representations or promises herein.
BY CLICKING ON THE “AGREE” BUTTON BELOW AND PRESSING THE ENTER KEY, OR OTHERWISE USING THE EQUIPMENT AND THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM
THIS AGREEMENT GOVERNS ALL USE BY THE CUSTOMER OF THE NETWORK APPLIANCE (DEFINED BELOW) AND THE PURCHASE OF THE BANDURA SECURITY EQUIPMENT (THE “EQUIPMENT”) INCLUDING THE LICENSING OF ALL SOFTWARE EMBEDDED IN THE EQUIPMENT AND ALL SOFTWARE PROVIDED BY BANDURA.
USE OF THE EQUIPMENT AND/OR SOFTWARE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN BANDURA IS UNWILLING TO LICENSE THE SOFTWARE TO IT AND (A) CUSTOMER MAY NOT USE THE SOFTWARE OR THE EQUIPMENT, AND (B) CUSTOMER MAY RETURN THE EQUIPMENT FOR A FULL REFUND. CUSTOMER’S RIGHT TO RETURN AND REFUND EXPIRES 30 DAYS AFTER PURCHASE FROM BANDURA OR AN AUTHORIZED BANDURA RESELLER, AND APPLIES ONLY IF CUSTOMER IS THE ORIGINAL END USER PURCHASER.
As used in this Agreement, “Network Appliance” means the combination of Bandura’s network security products, the Bandura Software and any Open Source Program. “Bandura Software” means any Bandura proprietary network security software products provided by Bandura, any third party proprietary software, and any patches, updates, improvements, additions and other modifications or revised versions that may be provided by Bandura or its licensors from time to time, excluding any and all Open Source Programs. “Open Source Program” means the open source code software programs that are provided to Customer for use with the Bandura Software. “Software” means collectively the Bandura Software and the Open Source Program. “Documentation” means Bandura’s release notes or other similar instructions in hard copy or machine readable form supplied by Bandura to Customer that describes the functionality of the Network Appliance and/or the Software purchased or licensed hereunder.
The Software includes or may include some software programs that are licensed (or sublicensed) to the user under an open source license or other similar software licenses (“Free Software Licenses”) which, among other rights, permit the user to copy, modify and redistribute certain programs, or portions thereof, and have access to the source code. The GPL requires that for any software covered under the GPL, which is distributed to someone in an executable binary format that the source code also be made available to those users. For any such software, the source code shall be made available to Customer upon request. If any Free Software Licenses require that Bandura, LLC provide rights to use, copy or modify a software program that are broader than the rights granted in this Agreement, then such rights shall take precedence over the rights and restrictions herein.
Any open source software included as part of the Software or the Equipment is provided on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied.
FREE SOFTWARE ATTRIBUTIONS
TechGuard SHIELD EULA, EXHIBIT B, User Agreement.
Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the IeL Courseware (the "Service") developed and supplied by Inspired eLearning LLC (“IeL” “us”, “we”, or “our’). Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.
By registering or using any of the Services you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to IeL that you have the authority to bind that organization to these Terms (in which event, "you" and "your" will refer to that organization) unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Service. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICES.
CHANGES TO THESE TERMS
We reserve the right to revise these Terms from time to time. We will date and post the most current version of these Terms on our website. Any changes will be effective upon posting the revised version of these Terms (or such later effective date as may be indicated at the top of the revised Terms). If in our sole discretion we deem a revision to these Terms to be material, we will notify you via the Service and/or by email to the email address associated with your account. Notice of other changes may be provided via the Partner Portal or Email. Therefore, we encourage you to check the date of these Terms whenever you visit the Site to see if these Terms have been updated.
ACCESS TO THE SERVICE
You may use the Service, on a non-exclusive basis, solely in strict compliance with these Terms and all applicable laws CONTENT STORED AND/OR PROCESSED IN THE UNITED STATES By using and accessing the Service, you understand and consent to the storage and/or processing of the Content and any other personal information in the United States. IeL reserves the right to store and process personal information outside of the United States, and will use commercially reasonable efforts to provide you with at least 30 days’ notice of any such changes in the processing location.
SUSPENSION AND TERMINATION OF USE OF THE SERVICE
We may suspend or terminate your access to or use of the Service for: (a) the actual or suspected violation of these Terms; (b) the use of the Services in a manner that may cause IeL to have legal liability or disrupt others' use of the Services; (c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (d) scheduled downtime and recurring downtime; or (g) unplanned technical problems and outages.
You may request access to your Content, which we will make available for up to 30 days after the expiration or termination of your subscription fee. You must make such request with five (5) days following termination. Otherwise, any Content you have stored with the Service will not be retrievable, and we will have no obligation to maintain any data stored in your account.
You must not use the Service to harm others or the Service. For example, you must not use the Service to harm, threaten, or harass another person, organization, or IeL and/or to build a similar service or website. You must not: damage, disable, overburden, or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or Service (such as a bot, a spider, or periodic caching of information stored by IeL) to access or use the Service. In addition, you promise that you will not and will not encourage or assist any third party to:
UPDATES TO THE SERVICE
IeL reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Service at any time. We may add or remove functionalities or features.
IeL PROPRIETARY RIGHTS
As between IeL and you, IeL or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights explicitly granted to you to use the Service in accordance with this Terms. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by IeL. In the event that you provide comments, suggestions and recommendations to IeL with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service) (collectively, "Feedback"), You hereby grant to IeL a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Service.
To the extent permitted by law, You will defend IeL against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content provided by you, or your use of the Service, in breach of these Terms: (a) infringes a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of IeL's actions); or (b) violates applicable law or these Terms. IeL will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL IEL, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF IEL HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF IEL AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE FEE PAID FOR THE SERVICE. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.
GOVERNING LAW; LOCATION FOR RESOLVING DISPUTES
The laws of the State of Texas, U.S.A. govern the interpretation of these Terms and apply to claims for breach of these Terms, regardless of conflict of laws principles. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts for Texas, USA, for all disputes arising out of or relating to these Terms. IeL may assign this contract to another entity at any time with or without notice to you.
We may send you, in electronic form, information about the Service, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Service or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don't consent to receive notices electronically, you must stop using the Service. You may provide legal noticed to us via email to email@example.com, with a duplicate copy sent via registered mail, return receipt requested, to the following address: Inspired eLearning, LLC, Attn: Legal, 613 N.W. Loop 410 Suite 530 San Antonio TX 78216. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.
INTELLECTUAL PROPERTY NOTICES
All contents of the Services including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are: Copyright © IeL, and/or the proprietary property of its suppliers, affiliates, or licensors. All Rights Reserved.
IeL and the IeL logo are including without limitation, either trademarks, service marks or registered trademarks of IeL, Inc., and may not be copied, imitated, or used, in whole or in part, without IeL's prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners. IeL may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Service. Any rights not expressly granted herein are reserved.
This Agreement shall be governed by and construed under the laws of Delaware, without reference to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the transactions contemplated by this Agreement. The Uniform Computer Information Transactions Act (“UCITA”) will not apply to this Agreement regardless of when and howsoever adopted, enacted and further amended under the governing state laws.