License Agreement


Be sure to carefully read and understand all of the terms described in the Course End-User License Agreement (“the Agreement). Clicking the “I Accept” button or using any of the materials, program, or service are all actions which constitute your acknowledgement and agreement that you fully understand and agree to be bound by the terms of this Agreement.

Course End-User License Agreement
(effective 05/21/2014)

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND TRAINING CONSULTANTS LLC (“Training Consultants“) in connection with your access to and use of Training Consultants’ proprietary training course and system (the “Program”), including without limitation all associated curricula, manuals, materials, resources, and web sites. The Program also includes any updates, upgrades, add-on components, or supplements to the original Program that Training Consultants may provide to you or make available to you after the date that you obtain your initial copy and/or access to the Program (only to the extent that such items are not accompanied by a separate license agreement or terms of use). By using the Program, you agree to be bound by the terms of this Agreement. If you do not agree to all of the terms of this Agreement, do not open or use the Program; you may, however, return it to Training Consultants for a refund.

1. Program Ownership. The Program is protected by this contract, as well as various state, federal and foreign intellectual property rights, including copyright laws and international copyright treaties. The Program is only licensed as set forth below, not sold. The license granted by this Agreement is not a sale of the original Program or any copy. Title to, ownership of, and all rights and interests in, the Program, and all copies thereof, remain at all times vested in Training Consultants. The license granted by this Agreement and your payment of the license fee only gives you the right to access and use the Program in accordance with the terms of this Agreement.

2. Grant of License. Subject to the payment of the applicable fees, and subject to the terms and conditions of this Agreement, Training Consultants hereby grants to you a non-transferable, revocable, non-exclusive license to access and use one copy of the specified Program solely for purposes of studying and preparing for the applicable exam(s). You may access and use one instance of the Program only on a single computer, workstation, or other electronic device for which the Program was designed (“Computer”) at a time. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU IN THIS AGREEMENT ARE RESERVED BY TRAINING CONSULTANTS AND ITS LICENSORS.

3. Term of License

3.1 For Online Courses. Training Consultants grants you the right to access and use the Program for a term extending until the earlier of: (i) one hundred eighty (180) days from the initial date of registration; (ii) you have passed the examination; or (iii) you or Training Consultants terminates the Agreement in accordance with the terms set forth herein. Training Consultants 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.

Online ExamCenter and Online Flash Cards. Training Consultants grants you the right to access and use the Program for a term extending until the earlier of: (i) ninety (90) days from the initial date of registration; (ii) you have passed the examination; or (iii) you or Training Consultants terminates the Agreement in accordance with the terms set forth herein. Training Consultants 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.

4. Individual Registration. You acknowledge that Training Consultants’ ability to monitor access to, usage of, and potential misuse of the Program is essential to Training Consultants. To facilitate this, you represent that you have registered for the Program under your true legal name, and under the same name that you used to register for the corresponding examination.

5. ConfidentialityYou acknowledge that the Program and its contents are confidential and proprietary to Training Consultants, that the information contained therein is of significant value, and that its disclosure to others would cause irreparable harm to Training Consultants. You agree that, upon expiration of the term of the license, you will return or destroy any copies of Program materials received from Training Consultants.

6. Suspension and Termination. Training Consultants reserves the right to immediately limit, terminate or suspend your access to any of its services without notice if at any time Training Consultants 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 Training Consultants in any investigation regarding your access to or usage of the Program. Training Consultants 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 Program, or removes any content you may have uploaded or generated while using the Program. 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 Program, and upon Training Consultant’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 Program.

7. Usage Guidelines

7.1 Intended Use. You agree to use the Program only for the sole purpose for which it was intended and licensed to you, specifically your own personal studying and preparing for the applicable exams.

7.2 Single-User License Only. The Program is designed and licensed for individual use. You agree to use the Program only for your own personal, non-commercial use. You may not authorize, encourage, enable, or cause any part of the Program obtained by you to be copied, shared, projected, reproduced, modified, displayed, performed, transferred, distributed, or otherwise used by anyone else.

7.3 No Program Transfer or Conveyance. You may not rent, lease, lend, transfer, sell or convey in any way any aspect of the Program or your license thereto. You may not permit third parties to benefit from the use or functionality of the Program 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 Program on eBay.

7.4 Single-Use. A license for the Program may not be used concurrently on different Computers.

7.5 Prohibited Acts. You shall not decompile, disassemble or reverse engineer the Program, or any part of the Program, or attempt to do so, or remove or attempt to remove any of Training Consultants’ proprietary notices or other identifying information contained on the Program. You also shall not copy or otherwise use the Program 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 Program 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 Program belongs to or is the proprietary product of a company other than Training Consultants. Your shall not use any means to record the content of the Program, specifically including but not limited to taking, saving to a storage device or printing screen shots of any aspect of the Program. You shall not access, copy or use any aspect of the Program for the purpose of or in connection with offering test preparation services.

7.6 NotificationYou agree to advise Training Consultants promptly if you become aware of any unauthorized use of the Program.

8. Monitoring. You acknowledge and agree that Training Consultants may monitor any and all of your activities in your use of the Program, 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 Program 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 Program, including without limitation your session activity, progress preparing for exams, and results on practice exams. You agree to hold Training Consultants, its affiliates, suppliers, licensors, and sublicensees, and each of its and their respective employees, officers, directors, successors, licensees, agents, assigns, and advisors (collectively the “Training Consultants 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 Program, and from and against any unauthorized use of the Program and/or any such information gathered from the monitoring activity described herein.

9. Description of Rights

9.1 System Upgrades. During the term of this Agreement, you may access system upgrades to the Program when and as Training Consultants publishes them via its web site.

9.2 Content Updates. From time to time and at its sole discretion, Training Consultants may make updates to the Program as a result of changes in regulations and topics tested. Training Consultants 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 Training Consultants. In the event that Training Consultants releases updates to the Program materials, Training Consultants may post updates to the Program web site so that you may have access to the updates or changes to the Program materials. There shall be no additional charge to you for access to such online updates. However, you acknowledge and agree that Training Consultants has no obligation to provide you with any physical replacement of any materials. Physical material updates may be made available, at Training Consultants sole discretion, for an additional fee.

9.3 Content Support. Training Consultants will provide limited support services to users with an active registration in an Online Course during Training Consultants’ normal business hours if you should require clarification of content related items in the Program. Training Consultants 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 Program and is not intended to be a tutoring service. Training Consultants 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 Training Consultants’ sole discretion. Online ExamCenter and Online Flash Cards registrations do not include content support.

9.4 Technical SupportTraining Consultants will provide technical support services during Training Consultants’ normal business hours if you should require technical assistance with issues relating to the Training Consultants' Program. Training Consultants support engineers will make commercially reasonable efforts to solve any problems but Training Consultants makes no guarantee of any particular response time, outcome, or resolution.

10. Training Consultants Program Materials

10.1 Program Materials. The learning systems, learning content, sample exams, manuals and other materials and content available to you in the Training Consultants’ Program are owned by Training Consultants or its licensors.

10.2 Ownership Rights. Training Consultants 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 Program (including but not limited to any images, photographs, animations, video, audio, music, and text incorporated into the Program). Training Consultants 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 Program does not transfer to you any title to any intellectual property right in the Program, and that you will not acquire any rights to the Program except as expressly set forth in this Agreement.

11. Carrier Charges. In addition to any fees that may be charged by Training Consultants 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.

12. System Outages. Training Consultants 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 Program; (ii) any loss of data or transactions caused by planned or unplanned system outages; (iii) the resultant delay, misdelivery or nondelivery 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 Program.

13. Warranties and Representations. You warrant and represent that you have the right to enter into this Agreement, and that you will use the Program in accordance with the terms and conditions of this Agreement, and if you are accessing the Program through your employer, you will abide by all conditions imposed by your employer for use of the Program. You agree to indemnify, defend and hold harmless the Training Consultants Parties, 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.

14. DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREIN, THE PROGRAM 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 TRAINING CONSULTANTS’ PROGRAM IS AT YOUR OWN SOLE RISK. WITHOUT LIMITING THE FOREGOING PROVISIONS, YOU ASSUME RESPONSIBILITY FOR SELECTING THE PROGRAM TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE USE AND RESULTS OBTAINED FROM THE PROGRAM. TRAINING CONSULTANTS SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE PROGRAM WILL BE FREE FROM INTERRUPTIONS OR OTHER FAILURES, BE ERROR-FREE, OR THAT THE PROGRAM 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 PROGRAM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRAINING CONSULTANTS 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 PROGRAM 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 TRAINING CONSULTANTS’ EMPLOYEES OR OTHERWISE, WHICH ARE NOT CONTAINED IN THIS AGREEMENT WILL BE DEEMED TO BE A WARRANTY BY TRAINING CONSULTANTS FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY TO THE TRAINING CONSULTANTS PARTIES WHATSOEVER. WITHOUT LIMITING THE FOREGOING IN ANY WAY, YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE PROGRAM AND/OR ANY TRAINING CONSULTANTS’ MATERIALS WILL NOT GUARANTEE PASSING RESULTS ON ANY EXAMINATION.

15. 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 TRAINING CONSULTANTS 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 PROGRAM OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES EVEN IF TRAINING CONSULTANTS 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 TRAINING CONSULTANTS 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, TRAINING CONSULTANTS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT PAID FOR INDIVIDUAL ACCESS TO THE PROGRAM OR U.S. $5.00. Some 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 Training Consultants Party be liable for any delay or failure to perform which is due to causes beyond its reasonable control.

16. Governing Law, Venue and Jurisdiction. This Agreement and its validity, construction and performance will be governed in all respects by the laws of the State of California, 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 California state courts in the County of Orange, or the Central District of California, Southern Division, and irrevocably consent to those court exercising personal jurisdiction over you, and waive any objections to the venue or jurisdiction of such courts.

17. 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 Training Consultants 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 Training Consultants. Training Consultants 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.

18. Contact. If you have any questions concerning any part of the Agreement or if you would like to contact Training Consultants for any other reason, please call 714-963-3365 or write: Training Consultants, P.O. Box 20260, Fountain Valley, CA 92708.