TES has developed and owns, or has licensed, certain data, content, methods, media assets and training curriculum, and related technology and information that TES makes available via the TES website in the form of online courses for end users (“the Program”).
- Permitted Use of the Program and TES Websites:
Any materials posted on the TES website that END USER copies, prints or downloads are licensed to END USER by TES for END USER’s personal, non-commercial use only. END USER shall not change or delete any copyright, trademark or other proprietary notice on such materials. END USER shall have access to, and use of, the Program only in accordance with the terms and conditions of this Agreement.
END USER agrees to, and shall, only use the Program as expressly permitted herein, and shall only allow authorized individuals access to the Program. Nothing in this Agreement shall be construed as expressly or implicitly granting to END USER any other or further rights not expressly set forth herein.
END USER shall also be responsible for seeing that its employees, agents and contractors, if any, strictly adhere to the terms and conditions of this Agreement, and shall be responsible for any use by any such individuals or entities other than as expressly permitted herein. END USER agrees that TES shall not be liable to END USER or any third party for any modification, suspension or discontinuance of the TES website.
- Intellectual Property Rights:
END USER acknowledges that TES, and its licensors, are the sole owner of all intellectual property rights and proprietary rights, including patents and copyrights, pertaining to the content, design, operation and use of the Program, the TES website and any and all future modifications, derivatives, enhancements or improvements to or of the Program and the TES website.
END USER will not reproduce, duplicate, copy, sell, resell or exploit, or attempt to do any of the foregoing, for any purpose whatsoever except as expressly permitted in writing by TES. All rights in and to the Program, the courses and content made available to END USER by TES, if not expressly granted, are reserved. END USER further acknowledges that this Agreement does not confer any rights upon END USER to use the Program in any manner other than as expressly authorized by this Agreement or otherwise authorized in writing, in advance, by TES. END USER further agrees that, during the term of this Agreement and following the termination or expiration of this Agreement, END USER shall not attempt to assert or acquire ownership of any proprietary rights or intellectual property rights including copyrights pertaining to the Program or the TES website.
- Term and Termination:
This Agreement shall be in effect during the period when END USER is enrolled in a TES course and shall remain in effect for a period of one (1) year thereafter. TES shall have the right to terminate this Agreement immediately, upon written notice to END USER, in the event that END USER fails to timely pay compensation to TES in accordance with this Agreement, or otherwise commits a material breach of this Agreement, or if TES in its sole discretion believes that END USER has used the TES website in a manner that violates or is inconsistent with the purpose and intent of this Agreement. If END USER wishes to terminate this Agreement sooner than as set forth above, END USER may make such a request to TES in writing, and TES, in its sole discretion, will determine whether to grant the requested earlier termination.
Upon termination of this Agreement, TES may immediately terminate END USER’s access to the TES website and the Program, and any content, data or information pertaining to the Program, and all rights granted to END USER, shall immediately terminate. The following shall survive termination of this Agreement: (1) any fulfilled obligations of END USER, including payment of compensation to TES as provided herein; and (2) the provisions in paragraphs 6 and 8 of this Agreement regarding indemnification and confidentiality.
END USER shall pay TES compensation for access to, and use of, the Program and the TES website as set forth in the registration application. END USER shall pay TES all compensation due in accordance with the terms of the registration application. Interest on payments not paid when due shall be paid by END USER to TES at the rate of one and one-half percent (1.5%) of the unpaid amount per month. If TES engages legal counsel to enforce any of its rights pursuant to this Agreement, END USER shall reimburse TES for all attorneys’ fees and related costs in connection therewith.
END USER shall indemnify, defend and hold harmless TES and its members, officers, directors, employees, representatives and agents from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities, including, without limitation, attorneys’ fees and costs, arising from or related to this Agreement and END USER’s use or operation of the Program and/or the TES website.
All notices, requests, demands and other communications given with respect to this Agreement shall be in writing and shall be deemed to have been given when personally delivered or when mailed by Certified Mail, Return Receipt Requested, postage prepaid, or delivered by an overnight courier service that provides proof of delivery, to the other Party at its principal place of business or such other address as is provided in writing.
- a)Confidential Information:
End User shall not disclose to any third party any Confidential Information either during the term of this Agreement or at any time thereafter. “Confidential Information” shall mean all TES information related to this Agreement including but not limited to the following: (a) the Program and the TES website, and all content, data and information related thereto; (b) TES’ business or technical information, including, without limitation, information relating to TES’ software, documentation, source codes, object codes, and/or modifications to the foregoing; (c) TES’ designs, costs, finances, marketing plans, business opportunities, personnel, research, development, and know-how; (d) any information designated by TES as “confidential” or “proprietary” or which, under the circumstances, END USER should reasonably have understood to be confidential, proprietary or trade secret information of TES; and (e) the terms and conditions of this Agreement (including, without limitation, the fees and charges set forth or referred to in this Agreement).
“Confidential Information” does not include information that (a) is in the public domain or is generally publicly known through no improper action or inaction by END USER; (b) was rightfully in END USER’s possession or known by END USER prior to receipt from TES; (c) is rightfully disclosed without restriction to END USER by a third party; or (d) is independently developed by END USER, or for END USER by third parties, without use of TES’ Confidential Information.
- b)If Confidential Information is required to be disclosed by END USER pursuant to law, regulation, judicial order or other legal process, END USER may disclose such Confidential Information as legally required provided END USER promptly gives TES advance written notice and an opportunity to seek confidential treatment thereof and/or obtain a protective order therefore, and END USER cooperates fully with TES to protect the disclosure of any Confidential Information.
- Consequential damages:
END USER expressly understands and agrees that TES shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to , damages for loss of profits, goodwill, use, data or other intangible losses, even if TES has been advised of the possibility OF such damages, whether based on contract, tort or otherwise, resulting from the use or inability to use the TES website or any other matter related to the program or the TES website, except where this provision is prohibited by law.
- Relationship of the Parties:
Nothing in this Agreement shall be construed to make either party an agent, joint venturer or partner of or with the other party, and neither party shall have the right or authority to legally bind the other in any manner.
- Entire Agreement:
modification. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous proposals, discussions, agreements, understandings and communications, whether written or verbal. This Agreement may not be altered, modified or waived in whole or in part, except in a writing, signed by the Parties.
- Choice of Law:
jurisdiction. This Agreement and any and all disputes between the Parties arising from it shall be governed by the laws of the State of Maryland, without regard to its conflict of laws rules and principles. The Parties agree that the exclusive jurisdiction for any litigation involving any dispute arising out of this Agreement shall be in the Circuit Court, or the District Court, for Baltimore County, Maryland. The parties expressly agree to subject themselves to the venue and personal jurisdiction of such court, and to accept service of process by certified mail. The parties further agree to waive all rights to a jury trial, or certification of a class action, in connection with any such lawsuit.
Should any provision of this Agreement be held invalid or unenforceable, the Parties will attempt to replace the provision with another that reflects the original intentions of the Parties and which is mutually agreeable and enforceable. In any event, such invalidity, or unenforceability shall not affect the validity of the remaining provisions of the Agreement.
The failure of a Party at any time to enforce any provision of this Agreement, or to require performance of any provision, shall in no way be construed to be a waiver of any such provision, nor in any way to effect the validity of this Agreement, nor to effect that Party’s right thereafter to enforce each and every provision of this Agreement.
- Paragraph Headings.
The paragraph headings in this Agreement are for convenience of reference only and shall not be considered in any interpretation of this Agreement.