IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS,
DO NOT INSTALL THE SOFTWARE.
This is a legal agreement between you and CBT Systems Ltd. ("Licensor"). the licensor ("Licensor") from whom you have licensed the CBT Group PLC courseware and/or other software (the "Software").
By installing, copying or otherwise using the Software, you agree to be bound by the terms of this License Agreement (the "License"). If you do not agree to the terms of this License, the Licensor is unwilling to license the Software to you. In such event, you may not use or copy the Software, and you should promptly contact the Licensor for instructions on the return of the unused Software.
1. Use. Licensor grants to you a non-exclusive, nontransferable license to use the Software and accompanying documentation in accordance with the terms and conditions of this License and as specified in your agreement with Licensor (the "Governing Agreement"). In the event of any conflict between this License and the Governing Agreement, the Governing Agreement shall control. You may:
a. (if specified as a "personal use" version) install the Software on a single stand-alone computer or a single network node from which node the Software cannot be accessed by another computer, provided that such Software shall be used by only one individual; or
b. (if specified as a "workstation" version) install the Software on a single stand-alone computer or network node from which node the Software cannot be accessed by another computer, provided that such Software shall be used only by employees of your organization; or
c. (if specified as a "LAN" version) install the Software on a local area network server that provides access to multiple computers, up to the maximum number of computers or users specified in your Governing Agreement, provided that such Software shall be used only by employees of your organization; or
d. (if specified as an "enterprise" version) install the Software or copies of the Software on multiple local or wide area network servers, intranet servers, stand-alone computers and network nodes (and to make copies of the Software for such purpose) at one or more sites, which servers provide access to a multiple number of users, up to the maximum number of users specified in your Governing Agreement, provided that such Software shall be used only by employees of your organization.
This License is not a sale. Title and copyrights to the Software, accompanying
documentation and any copy made by you remain with Licensor or its suppliers or licensors.
2. Intellectual Property. The Software is owned by Licensor or its licensors and is protected by United States and other jurisdictions' copyright laws and international treaty provisions. Therefore, you may not use, copy, or distribute the Software without the express written authorization of CBT Group PLC. This License authorizes you to use the Software for the internal training needs of your employees only, and to make one copy of the Software solely for backup or archival purposes.
You may not print copies of any user documentation provided in "online" or electronic form. Licensor retains all rights not expressly granted.
3. Restrictions. You may not transfer, rent, lease, loan or time-share the Software or accompanying documentation. You may not reverse engineer, decompile, or disassemble the Software, except to the extent the foregoing restriction is expressly prohibited by applicable law. You may not modify, or create derivative works based upon the Software in whole or in part.
4. Confidentiality. The Software contains confidential trade secret information belonging to Licensor, and you may use the software only pursuant to the terms of your Governing Agreement, if any, and the license set forth herein. In addition, you may not disclose the Software to any third party.
5. Limited Liability. IN NO EVENT WILL THE LICENSOR'S LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT PAID TO LICENSOR FOR THE SOFTWARE. LICENSOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, REGARDLESS OF WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, LICENSOR WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF DATA, OR COSTS OF COVER.
6. Limited Warranty. LICENSOR WARRANTS THAT SOFTWARE WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF THIRTY (30) DAYS FROM THE DATE OF RECEIPT. THIS LIMITED WARRANTY IS VOID IF FAILURE OF THE SOFTWARE HAS RESULTED FROM ABUSE OR MISAPPLICATION. ANY REPLACEMENT SOFTWARE WILL BE WARRANTED FOR A PERIOD OF THIRTY (30) DAYS FROM THE DATE OF RECEIPT OF SUCH REPLACEMENT SOFTWARE. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS".
LICENSOR HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. Exceptions. SOME STATES DO NOT ALLOW THE LIMITATION OF INCIDENTAL DAMAGES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state.
8. U.S. Government - Restricted Rights. The Software and accompanying documentation are deemed to be "commercial computer Software" and "commercial computer Software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable.
Any use, modification, reproduction release, performance, display or disclosure of the Software and accompanying documentation by the U.S. Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
9. Export Restrictions. You may not download, export, or re-export the Software (a) into, or to a national or resident of, Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the United States has embargoed goods, or (b) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders.
By installing or using the Software, you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.
10. General. This License is governed by the laws of the United States and the State of California, without reference to conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this License. If any provision of this Agreement is held invalid, the remainder of this License shall continue in full force and effect.
11. More Information. Should you have any questions concerning this Agreement, or if you desire to contact Licensor for any reason, please contact: CBT Systems USA Ltd., 1005 Hamilton Court, Menlo Park, California 94025, Attn: Chief Legal Officer.
IF YOU DO NOT AGREE WITH THE ABOVE TERMS AND CONDITIONS,
DO NOT INSTALL THE SOFTWARE AND RETURN IT TO THE LICENSOR.
