Terms of Service

Dear Prfessor Academy Client:

Please find this boiler plate privacy policy for your review.  We include this to help you get your Academy up and running as quickly as possible.  We recommend you review this policy with your attorney.

Sincerely,

University HQ LLC

DISCLAIMER

The following form is provided by University HQ LLC (UHQ) for informational purposes only and is intended to be used as a guide prior to consultation with an attorney familiar with your specific legal situation. UHQ is not engaged in rendering legal or other professional advice, and this form is not a substitute for the advice of an attorney. If you require legal advice, you should seek the services of an attorney. © 2009 University-HQ LLC All rights reserved.

TERMS OF USE STUDENT LICENSE AGREEMENT

For E-Learning Product <>

YOU SHOULD CAREFULLY READ AND ACCEPT THE FOLLOWING TERMS AND CONDITIONS BEFORE USING YOUR 'STUDENT ID' TO ACCESS THIS E-LEARNING PRODUCT. USING YOUR 'STUDENT ID' INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD PROMPTLY EXIT FROM THIS COURSE. IF APPROPRIATE, YOUR MONEY WILL BE REFUNDED.

TO ACCESS THIS E-LEARNING PRODUCT, PLEASE INDICATE YOUR AGREEMENT TO THESE TERMS:

• Yes, I agree to be the ONLY person using this Student ID
• Yes, I agree not to share this course with any one else
• Yes, I agree to ONLY use this Student ID for my own training purposes.
• Yes, I agree that if I use this Student ID to train others, then EVERY person I train will have also purchased their own Student ID.
• Yes, I accept and agree to be bound by the complete License Agreement of <> as stated below.

1. GRANT OF LICENSE. In consideration of payment of the License Fee, which is part of the price you paid for this E-learning product, Licensor, <>, Inc. (<>), grants to you, the Licensee, a non-exclusive, non-transferable LICENSE to use the E-learning product in accordance with the following terms:

1.1 You are licensed to use the E-learning product - on a standalone, group or classroom basis - to train only yourself, or others, having their own, unique 'Student ID'. Each person in a group or class is considered a "student" and must have their own, unique 'Student ID'. Additional 'Student IDs' may be licensed by contacting a <> representative.

1.2 You are licensed to use the E-learning product to assist in training yourself and others with a paid Student ID. You are NOT licensed to use the E-learning product to assist in training anyone else, unless payment has been made, or other appropriate written approval has been received by <>. If you want to use the E-learning product to train persons other than yourself and your employees, you may arrange to do so by obtaining the appropriate licenses from <>.

2. OWNERSHIP OF THE E-LEARNING PRODUCT. As the Licensee, you own the physical objects (that is, the magnetic media, and the paper) on which the E-learning products are recorded. As the Licensor, <> (or its licensors, if any) own and will retain all title, copyright, trademark and other proprietary rights in and to the E-learning product. This LICENSE is NOT a sale of the E-learning product or any copy of it. You, the Licensee, obtain only such rights as are provided in this Agreement. You understand and agree as follows:

2.1 You (and your students, employees, members, associates, volunteers, participants, etc.) may NOT make any copies of all or any part of the E-learning product except for archival copies of the computer software component of the E-learning product as permitted by the United States Copyright Act. You agree to reproduce and include the <> copyright on any such copies.

2.2 You (and your students, employees, members, associates, volunteers, participants, etc.) may NOT reverse compile, reverse assemble, reverse engineer, modify, incorporate in whole or in part in any other product or create derivative works based on all or any part of the E-learning product.

2.3 You (and your students, employees, members, associates, volunteers, participants, etc.) may NOT remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the E-learning product.

2.4 You (and your students, employees, members, associates, volunteers, participants, etc.) may NOT sell, license, sublicense, rent, or otherwise transfer the E-learning product without the written permission of <>.

2.5 You (and your students, employees, members, associates, volunteers, participants, etc.) may NOT export or re-export the E-learning product without the appropriate United States and/or foreign government licenses.

2.6 You (and your students, employees, members, associates, volunteers, participants, etc.) are required to protect the confidentiality of the E-learning product. You may not distribute or otherwise make E-learning product available to any third party (other than a transferor of the E-learning product in accordance with Section 2.4 above.)

3. TERM. The term of this LICENSE will continue until <> provides written consent to assignment or transfer of this LICENSE or until <> terminates this LICENSE as provided herein. <> may terminate this LICENSE, for cause, if <> gives written notice to you specifying any failure or default in the performance of any provisions of this LICENSE and you fail to cure said failure or default to the satisfaction of <> within 30 days after such notice. Upon the termination of this LICENSE, you will promptly return to <> or destroy all copies of the E-learning product and related documentation covered by this LICENSE.

4. LICENSEE'S RESPONSIBILITIES FOR SELECTION AND USE OF THE E-LEARNING PRODUCT. The E-learning product is a tool that <> hopes you will find useful in your efforts to educate or train others. HOWEVER, <> DOES NOT WARRANT THAT THE E-LEARNING PRODUCT IS ACCURATE OR COMPLETE WITH RESPECT TO LAWS, REGULATIONS, PRACTICES, OR ANY OF THE FACTS OR OPINIONS EXPRESSED IN THE E-LEARNING PRODUCT. You are responsible for the supervision, management and control of the use of the E-learning product, and output of the E-learning product, including, but not limited to: (a) selection of the E-learning product to achieve your intended results; (b) determining the appropriate uses of the E-learning product in your business; (c) establishing adequate independent procedures for testing the accuracy of the E-learning product; and (d) establishing adequate backup to prevent the loss of data in the event of a E-learning product malfunction.

5. WARRANTY.

5.1 Warranty. Subject to the other provisions in Articles 4 and 5 of this Agreement, <> warrants that, for a period of 90 days from receipt by you, the software program and magnetic media which form parts of the E-learning product (the "Software") will conform in all material respects to the user documentation furnished to you. <>'s sole responsibility under this warranty will be, at its option, (1) to use reasonable efforts to correct documented errors in said Software that are reported to it within the foregoing warranty period or (2) to refund a prorated protion of the net license fee paid to <> with respect to the license of the E-learning product. <> does not warrant that the Software will be error free, nor that all program errors will be corrected. All requests for Software warranty assistance shall be directed to <>. Asserted errors must be documented by you to <>, detailing the error, describing how to recreate the error, and including, if available, sample output.

5.2 Exceptions. <>'s warranty does not apply insofar as: (a) any Software is subjected to misuse, neglect, accident or exposure to environmental conditions beyond those specified by <>; (b) claims resulting from acts or omissions caused by persons other than <> or from products, material or software not provided by <>; (c) you use Software that does not include all updates available from <> or (d) a guaranteed level of performance when related to connectivity and delivery over the internet.

5.3 Limitations on Warranties. THE EXPRESS WARRANTY SET FORTH IN THIS ARTICLE 5 IS THE ONLY WARRANTY GIVEN BY <> WITH RESPECT TO ANY E-LEARNING PRODUCT FURNISHED HEREUNDER; <> MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE; AND SPECIFICALLY DISCLAIMS THE WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE. SAID EXPRESS WARRANTY SHALL NOT BE ENLARGED OR OTHERWISE AFFECTED BY <>'S RENDERING OF TECHNICAL OR OTHER ADVICE OR SERVICE IN CONNECTION WITH THE E-LEARNING PRODUCT. <> SHALL NOT BE HELD RESPONSIBLE FOR THE PERFORMANCE OF OR OUTPUT OBTAINED FROM THE SOFTWARE NOR FOR ANY LIABILITY TO ANY PARTY ARISING OUT OF USE OF THE E-LEARNING TRAINING PRODUCT.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

6. LIMITATIONS ON REMEDIES. <>'s liability in contract, tort or otherwise arising out of or in connection with any E-learning product, any output of any Software, or <>'s sales or license agreement with you shall not exceed the net license fee paid to <> for the E-learning product. IN NO EVENT SHALL <> BE LIABLE FOR SPECIAL, INCIDENTAL, TORT OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE E-LEARNING PRODUCT OR <>'S PERFORMANCE OF SERVICES, EVEN IF <> HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES AND COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

7. U.S. GOVERNMENT RESTRICTED RIGHTS. If you are a government agency, you acknowledge that the E-learning product was developed at private expense and that the computer software component is provided to you subject to RESTRICTED RIGHTS, as defined in 48 CFR Part 227.471, and all other technical data are provide to you subject to LIMITED RIGHTS, as defined in 48 CFR Part 227.471.

RESTRICTED RIGHTS LEGEND--Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software (May, 1987) clause at 252.227-7013 (48 CFR). Contractor/manufacturer is <>, Inc./<>

8. GENERAL

8.1 The terms of this LICENSE shall be construed in accordance with the substantive laws of the State of XXXX.

8.2 If you have any questions about this Agreement, you may write to <> at <>

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE LICENSE AGREEMENT BETWEEN YOU AND <> WHICH SUPERSEDES ANY PROPOSAL, OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND <> RELATING TO THE SUBJECT MATTER OF THIS LICENSE AGREEMENT.