FOR SUBSCRIPTIONS ONLY. Upon payment in full of the annual Subscription fee, you are entitled to the following: (a) One (1) video in VHS Tape OR DVD format monthly and one (1) Discussion Leader Guide received monthly; (b) Continuing Professional Education (CPE) forms for use by employees of the licensee organization; (c) non-exclusive, limited license to take courses included in the subscription based on the FMN published price list.
TERM. The term of your Subscription is one (1) year which shall commence on the date the first monthly video and Discussion Leader Guide is received.
LICENSE GRANT AND RESTRICTIONS. SmartPros hereby grants to the Subscriber a non-exclusive, non-transferable, limited license to access, view and use the Discussion Leader Guide material only for your location for which you are registering and paying the applicable fee. You may not make any additional copies of the Video, in whole or in part, in any format (i.e., electronic form), or transfer, loan, lease, or otherwise distribute in any manner any part of the Course(s) to a third party or to other locations. You may not modify or create derivative works from the Course(s) or related materials.
OWNERSHIP. Except for the limited license expressly granted to you under this Agreement, SmartPros and its licensors retain all right, title and interest in and to the Course(s), including any authorized copies and all related materials. It shall be a violation of this Agreement if you remove any copyright or other proprietary rights notices from the Course(s).
REPRESENTATIONS OF SUBSCRIBER, LICENSEE. By subscribing or purchasing course(s) hereto, you are entering into this Agreement. You represent and warrant that (a) all information you supply during the registration process for each Subscription is true, accurate, current and complete; (b) you will not register under the name of, nor attempt to enter or use in any way, a Subscription or course(s) granted to another person, business or corporation; (c) if the Subscriber is a business or corporation, the person entering into this Agreement is authorized to do so; (d) you will notify SmartPros at education@smartpros.com of any known or suspected unauthorized use of your rights granted under this Agreement; and (e) you will be responsible for any and all use of your Subscription and course(s) whether or not such access and use is authorized by you, and you will indemnify and hold SmartPros harmless with respect to any such authorized or unauthorized access and use.
REFUND POLICY. Purchasers have 30 days from the 1st of the month that the subscription begins to request a full refund. It is assumed that after 30 days, the customer is satisfied with the materials and service.
TERMINATION OF THIS AGREEMENT. If, at any time after the execution of this Agreement, or the acceptance of the terms of any amended Agreement, you wish to terminate this Agreement, you may do so by providing notice of such termination to SmartPros by electronic mail addressed to education@smartpros.com. SmartPros may terminate this Agreement at any time, without notice to you, if you breach the terms of this Agreement. Upon such termination, all rights granted to you by virtue of this Agreement will immediately terminate. Further, in the event of such termination by SmartPros, you agree to indemnify and hold SmartPros harmless from and against any claims arising out of the termination of this Agreement. Finally, in the event of such termination arising out of a breach of your obligations hereunder, you acknowledge and agree that SmartPros may be irreparably damaged and, as a result, shall be entitled to injunctive relief, as well as any other relief, at law or in equity.
TRANSFERABILITY. Each Subscription, including those issued to business or corporate users, is limited to the Subscriber user and non-transferable, without the express written consent of SmartPros. You may not assign, transfer or sublicense this Agreement, or any of the rights arising therefrom, in whole or in part, whether by operation of law or otherwise, to any third party, except with SmartPros' express written consent. SmartPros may transfer or assign this Agreement, at its sole discretion.
DISCLAIMER OF WARRANTIES. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT SMARTPROS AND ITS LICENSORS PROVIDE ALL COURSES AND RELATED MATERIALS "AS IS", WITHOUT ANY GUARANTIES OR WARRANTIES THAT THE COURSES AND RELATED MATERIALS ARE ERROR-FREE, AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR BY OPERATION OF LAW, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. Neither SmartPros nor its licensors shall be obligated, accountable or liable to you or any third party for damages of any kind whatsoever, including, but not limited to, direct, indirect, special or consequential in connection with this Agreement, the termination of same, your Subscription, or of your access to, or use of, the Courses in whole or in part.
LIMITATION OF LIABILITY. IN NO EVENT SHALL SMARTPROS OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL, ARISING OUT OF THE DELIVERY, PERFORMANCE, OR USE OF THE COURSE(S) OR RELATED MATERIALS, WHETHER INCURRED BY YOU OR ANY THIRD PARTY, EVEN IF SMARTPROS OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OR MAY OTHERWISE KNOW OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE AFORESAID, IF ANY LIABILITY IS IMPOSED ON SMARTPROS OR ITS LICENSORS OR SUPPLIERS, SMARTPROS' AND ITS LICENSORS' OR SUPPLIERS' TOTAL LIABILITY TO YOU OR ANY THIRD PARTY SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SUBSCRIPTION OR COURSE(S), WHICHEVER IS LESS.
GENERAL. (a) This Agreement is governed and shall be construed in accordance with the laws of the State of New York, excluding its choice of law rules, and the Subscriber, by entering into this Agreement and availing himself of the rights granted hereunder, submits to the jurisdiction of the State of New York with regard to any dispute or controversy arising therefrom; (b) this Agreement constitutes the entire agreement and supersedes any prior agreements or understandings, oral or written, between SmartPros and you concerning the Agreement, the Subscription, the Catalog or any of the Courses; (c) failure or delay in enforcing any right or provision of this Agreement shall not be deemed a waiver of such provision or right with respect to any subsequent breach or a continuance of an existing breach; (d) if any provision of this Agreement shall be held to be unenforceable, that provision will be enforced to the maximum extent possible, and the remaining provisions of this Agreement will remain in full force and effect; (e) any dispute between the Subscriber and SmartPros that arises out of this Agreement shall be submitted to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association located in New York City and/or the New York City metropolitan area; and (f) all of the terms of this Agreement that by their nature survive termination of this Agreement, including without limitation, all payment obligations, warranty disclaimers and limitations of liability, will continue in full force and effect after the termination of this Agreement.
