Be sure to carefully read and understand all of the terms described in the Course End-User License Agreement (“the Agreement). Using any of the materials, Course, or service are all actions which constitute your acknowledgment and agreement that you fully understand and agree to be bound by the terms of this Agreement.
Course End-User License Agreement
- Course Ownership. The course is protected by this contract, as well as various state, federal and foreign intellectual property rights, including copyright laws and international copyright treaties. The course is only licensed as set forth below, not sold. The license granted by this Agreement is not a sale of the original Course or any copy. Title to, ownership of, and all rights and interests in, the course, and all copies thereof, remain at all times vested in Gregg Brown Learning Solutions. The license granted by this Agreement and your payment of the license fee only gives you the right to access and use the course in accordance with the terms of this Agreement.
- Grant of License. Subject to the payment of the applicable fees, and subject to the terms and conditions of this Agreement, Gregg Brown Learning Solutions hereby grants to you a non-transferable, revocable, non-exclusive license to access and use one copy of the specified Course solely for purposes of education and study. You may access and use one instance of the course only on a single computer, workstation, or other electronic device for which the course was designed (“Computer”) at a time. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU IN THIS AGREEMENT ARE RESERVED BY GREGG BROWN LEARNING SOLUTIONS AND ITS LICENSORS.
- Term of License
3.1 For Online Courses. Gregg Brown Learning Solutions grants you the right to access and use the course for a term extending until the earlier of: (i) one hundred eighty (180) days from the initial date of registration, unless otherwise stated in the course or product description(s); (ii) you have passed the examination; or (iii) you or Gregg Brown Learning Solutions terminates the Agreement in accordance with the terms set forth herein. Gregg Brown Learning Solutions may, at its sole discretion, extend your license for an additional period of time. Any additional use period shall continue to be governed by this Agreement.
- Individual Registration. You acknowledge that Gregg Brown Learning Solution’s ability to monitor access to, usage of, and potential misuse of the course is essential to Gregg Brown Learning Solutions. To facilitate this, you represent that you have registered for the course under your true legal name, and under the same name that you used to register for the corresponding examination.
- Confidentiality. You acknowledge that the course and its contents are confidential and proprietary to Gregg Brown Learning Solutions, that the information contained therein is of significant value, and that its disclosure to others would cause irreparable harm to Gregg Brown Learning Solutions.
- Suspension and Termination. Gregg Brown Learning Solutions reserves the right to immediately limit, terminate or suspend your access to any of its services without notice if at any time Gregg Brown Learning Solutions is notified or otherwise has reason to suspect that you are in violation of any of the provisions of this Agreement, other web site terms or policies, or for any other reason in its sole discretion. You agree to fully cooperate with Gregg Brown Learning Solutions in any investigation regarding your access to or usage of the course. Gregg Brown Learning Solutions will have no liability or responsibility to you if it limits, terminates or suspends your access to any of its services, including without limitation the course, or removes any content you may have uploaded or generated while using the course. Upon termination, you agree to discontinue access to any available content and to destroy all physical materials and any copies thereof in your possession that are a part of the course, and upon Gregg Brown Learning Solutions Solution’s request, provide an affidavit that you have done so. You may terminate this Agreement at any point by discontinuing access to all content and destroying all components and any copies thereof of any materials that are a part of the course.
- Usage Guidelines
7.1 Intended Use. You agree to use the course only for the sole purpose for which it was intended and licensed for a single user.
7.2 Single-User License Only. The course is designed and licensed for a single user. One course license must be purchased for each individual user of the course. You agree to use each purchased instance of the course only for a single, non-commercial user. You may not authorize, encourage, enable, or cause any part of the course obtained by you to be copied, shared, projected, reproduced, modified, displayed, performed, transferred, distributed, or otherwise used by anyone else.
7.3 No Course Transfer or Conveyance. You may not rent, lease, lend, transfer, sell or convey in any way any aspect of the course or your license thereto. You may not permit third parties to benefit from the use or functionality of the course via a timesharing, service bureau, or any other arrangement. For example, you shall not offer to sell or make available your access or license to the course on eBay.
7.4 Single-Use. A license for the course may not be used concurrently on different Computers.
7.5 Prohibited Acts. You shall not decompile, disassemble or reverse engineer the course, or any part of the course, or attempt to do so, or remove or attempt to remove any of Gregg Brown Learning Solution’s proprietary notices or other identifying information contained on the course. You also shall not copy or otherwise use the course except as expressly permitted by this Agreement. You shall not take or permit any action that would permit you or any third party any right, interest or ownership of any copy or form of a Course or documentation, any translation, compilation, modification or derivative work thereof or any portion of any of the foregoing. You shall not repackage, remanufacture, or represent to any person or company that the course belongs to or is the proprietary product of a company other than Gregg Brown Learning Solutions. You shall not use any means to record the content of the course, specifically including but not limited to taking, saving to a storage device or printing screen shots of any aspect of the course. You shall not access, copy or use any aspect of the course for the purpose of or in connection with offering test preparation services.
7.6 Notification. You agree to advise Gregg Brown Learning Solutions promptly if you become aware of any unauthorized use of the course.
- Monitoring. You acknowledge and agree that Gregg Brown Learning Solutions may monitor any and all of your activities in your use of the course, including without limitation your session activity, progress preparing for exams, and results on practice exams. You further acknowledge and agree that if you were enrolled in the course or utilize the corporate pricing of your employer or sponsoring firm that management and/or other persons designated by your employer or sponsoring firm may monitor any and all of your activities in your use of the course, including without limitation your session activity, progress preparing for exams, and results on practice exams. You agree to hold Gregg Brown Learning Solutions, its affiliates, suppliers, licensors, and sublicensees, and each of its and their respective employees, officers, directors, successors, licensees, agents, assigns, and advisors (collectively the “Gregg Brown Learning Solutions Parties”) harmless from and against any and all claims, damages, demands, or liabilities, including attorneys’ fees and costs, relating to such monitoring activity, including without limitation any reporting and/or sharing of information regarding your use of the course, and from and against any unauthorized use of the course and/or any such information gathered from the monitoring activity described herein.
- Description of Rights
9.1 System Upgrades. During the term of this Agreement, you may access system upgrades to the course when and as Gregg Brown Learning Solutions publishes them via its web site.
9.2 Content Updates. From time to time and at its sole discretion, Gregg Brown Learning Solutions may make updates to the course as a result of changes in regulations and topics tested. Gregg Brown Learning Solutions has no obligation to you to make such updates, and any failure to do so shall not result in any liability of any kind to Gregg Brown Learning Solutions. In the event that Gregg Brown Learning Solutions releases updates to the course materials, Gregg Brown Learning Solutions may post updates to the course web site so that you may have access to the updates or changes to the course materials. There shall be no additional charge to you for access to such online updates. However, you acknowledge and agree that Gregg Brown Learning Solutions has no obligation to provide you with any physical replacement of any materials. Physical material updates may be made available, at Gregg Brown Learning Solutions sole discretion, for an additional fee.
9.3 Content Support. Gregg Brown Learning Solutions will provide limited support services to users with an active registration in an Online Course during Gregg Brown Learning Solutions’s normal business hours if you should require clarification of content related items in the course. Gregg Brown Learning Solutions will make commercially reasonable efforts to provide appropriate support in a timely manner but makes no guarantee as to response time or quality level. This service is a tool for limited questions, which are specific in nature and clarification of items in the course and is not intended to be a tutoring service. Gregg Brown Learning Solutions reserves the right to limit or refuse support to those who overuse or abuse the service or conduct themselves in an unprofessional manner. Denials of support will be made at Gregg Brown Learning Solution’s sole discretion.
9.4 Technical Support. Gregg Brown Learning Solutions will provide technical support services during Gregg Brown Learning Solution’s normal business hours if you should require technical assistance with issues relating to the Gregg Brown Learning Solution’s course. Gregg Brown Learning Solutions support engineers will make commercially reasonable efforts to solve any problems but Gregg Brown Learning Solutions makes no guarantee of any particular response time, outcome, or resolution.
- Gregg Brown Learning Solutions Course Materials
10.1 Course Materials. The learning systems, learning content, sample exams, manuals and other materials and content available to you in the Gregg Brown Learning Solution’s Course are owned by Gregg Brown Learning Solutions or its licensors.
10.2 Ownership Rights. Gregg Brown Learning Solutions and its suppliers shall retain full ownership of all intellectual property rights of any kind, and all right, title and interest of any kind, in and to the course (including but not limited to any images, photographs, animations, video, audio, music, and text incorporated into the course). Gregg Brown Learning Solutions retains all intellectual property rights of any kind in such items, including but not limited to all copyrights, patents, brand names, web design, logos, trade secrets, trademarks, service marks, goodwill. You acknowledge that your possession, access to, or use of the course does not transfer to you any title to any intellectual property right in the course, and that you will not acquire any rights to the course except as expressly set forth in this Agreement.
- Carrier Charges. In addition to any fees that may be charged by Gregg Brown Learning Solutions for its services, you may incur additional charges from telecommunications, internet, cellular, mobile, or other service providers. You agree that any such charges are the sole responsibility of you or your employer. Please check with your service suppliers to obtain information on applicable fees.
- System Outages. Gregg Brown Learning Solutions periodically schedules system downtime for maintenance and other purposes. Unplanned system outages also may occur. We shall have no liability whatsoever for (i) the resulting unavailability of the course; (ii) any loss of data or transactions caused by planned or unplanned system outages; (iii) the resultant delay, mis-delivery or non-delivery of information caused by such system outages, or (iv) any third party acts or any other outages of web host providers or the internet facilities and network that is external to the course.
- Warranties and Representations. You warrant and represent that you have the right to enter into this Agreement, and that you will use the course in accordance with the terms and conditions of this Agreement, and if you are accessing the course through your employer, you will abide by all conditions imposed by your employer for use of the course. You agree to indemnify, defend and hold harmless the Gregg Brown Learning Solutions, from and against any and all claims, damages, demands, or liabilities, including but not limited to attorneys fees and costs, arising out of any breach of your representations and warranties hereunder.
- DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREIN, THE COURSE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE. YOUR USE OF THE GREGG BROWN LEARNING SOLUTIONS’S COURSE IS AT YOUR OWN SOLE RISK. WITHOUT LIMITING THE FOREGOING PROVISIONS, YOU ASSUME RESPONSIBILITY FOR SELECTING THE COURSE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE USE AND RESULTS OBTAINED FROM THE COURSE. GREGG BROWN LEARNING SOLUTIONS SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE COURSE WILL BE FREE FROM INTERRUPTIONS OR OTHER FAILURES, BE ERROR-FREE, OR THAT THE COURSE WILL MEET YOUR REQUIREMENTS IN ANY MANNER, INCLUDING WITHOUT LIMITATION WITH RESPECT TO YOUR ABILITY TO PASS ANY EXAM AS A RESULT OF YOUR USE OF THE COURSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GREGG BROWN LEARNING SOLUTIONS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE COURSE AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING CAPACITY OR SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY GREGG BROWN LEARNING SOLUTIONS’S EMPLOYEES OR OTHERWISE, WHICH ARE NOT CONTAINED IN THIS AGREEMENT WILL BE DEEMED TO BE A WARRANTY BY GREGG BROWN LEARNING SOLUTIONS FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY TO THE GREGG BROWN LEARNING SOLUTIONS PARTIES WHATSOEVER.
- LIMITATION OF LIABILITY. REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, IN NO EVENT WILL ANY GREGG BROWN LEARNING SOLUTIONS PARTY BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, WHETHER DIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES OR DAMAGES OF ANY CHARACTER WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS AND LOSS, DAMAGE, BUSINESS INTERRUPTION, DESTRUCTION OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES ARISING OUT OF THE USE OF OR INABILITY TO USE THE COURSE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES EVEN IF GREGG BROWN LEARNING SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, THE GREGG BROWN LEARNING SOLUTIONS PARTIES WILL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE. IN ANY CASE, GREGG BROWN LEARNING SOLUTIONS’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT PAID FOR INDIVIDUAL ACCESS TO THE COURSE OR U.S. $5.00. Some province and states do not allow the exclusion or limitation of incidental or consequential damages under certain circumstances and the above exclusion or limitation may not apply. Without limiting any of the foregoing, in no event will any Gregg Brown Learning Solutions Party be liable for any delay or failure to perform which is due to causes beyond its reasonable control.
- Governing Law, Venue and Jurisdiction. This Agreement and its validity, construction and performance will be governed in all respects by the laws of the Canada and the United States, without regard to its choice of law provisions. You irrevocably agree to accept that the exclusive venue for any disputes arising out of or relating to this Agreement shall be the Ontario Provincial Coursts courts in Canada and irrevocably consent to those court exercising personal jurisdiction over you and waive any objections to the venue or jurisdiction of such courts.
- General Provisions. This Agreement contains the entire understanding of the parties relating its subject matter and supersedes any prior written or oral agreement or understandings between the parties with respect to its subject matter. This Agreement may be amended only by a writing signed by both parties. The provisions of this Agreement are to be interpreted in a reasonable manner to effect the purpose of the parties, and this Agreement is not to be interpreted or construed against Gregg Brown Learning Solutions because it participated in the drafting of this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by an authorized representative of Gregg Brown Learning Solutions. Gregg Brown Learning Solutions may assign or transfer this Agreement, in whole or in part, to any party without notice. All terms and conditions of this Agreement which by their nature are meant to survive the termination of this Agreement will survive termination, including but not limited to Paragraphs 5.5, 8, 11, 12, 13, 14, and 15.
- Contact. If you have any questions concerning any part of the Agreement or if you would like to contact Gregg Brown Learning Solutions for any other reason, please call 416-895-2067 or write: Gregg Brown Learning Solutions, 34 Nasmith Avenue, Toronto, Ontario, Canada M5A 3J3.