GENERAL INFORMATION


The "Trial Term" shall be 30 Days from the date of your acceptance of the terms and conditions of this Agreement.


I. LICENSE GRANT: "Program" or "Programs" shall mean the Elearning Incorporated (Elearning) computer software owned or distributed by Elearning and which you are accessing on the Elearning E-Delivery Web site and for which you are granted a license under this Agreement (the "Programs"), and any user guides and manuals for use of the Programs ("Documentation"). This Agreement grants you the temporary right to use the Programs for evaluation purposes on the single computer designated by you. These rights are granted only to you and may not be assigned or transferred to any other party. You may use the Programs only for evaluation and testing and not for production use. You must enter into a separate agreement to obtain production license rights and technical support for the Programs. The rights granted to you under this Agreement expire at the end of the Trial Term. If you decide to use any of the Programs after the end of the Trial Term, you must acquire a license for each Program from Elearning.


You shall not: (a) remove any product identification, copyright notices, or other notices or proprietary restrictions from the Programs; (b) use the Programs for commercial timesharing, rental, or service bureau use; (c) cause or permit reverse engineering, disassembly, or decompilation of the Programs; (d) disclose results of any benchmark tests of any Programs to any third party without Elearning's prior written approval; or (e) duplicate and/or install the Programs other than as specified in this Agreement. Either party may terminate the license for the Programs at any time. Upon termination or expiration, you shall cease using the Programs.


II. TERMINATION: If you do not obtain a Program use license at the end of the Trial Term, you shall (a) cease using the Programs, and (b) certify to Elearning that you have destroyed or have returned to Elearning the Programs and all copies. This requirement applies to copies in all forms, partial and complete, in all types of media and computer memory, and whether or not merged into other materials.
III. EXCLUSION OF WARRANTY: THE PROGRAM IS PROVIDED "AS IS" TO YOU FOR EVALUATION PURPOSES ONLY, EXCLUSIVE OF ANY WARRANTY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED.


IV. NONDISCLOSURE: By virtue of this Agreement, the parties may have access to information that is confidential to one another (confidential information). Each party agrees to disclose only information that is required for the performance of obligations under this agreement. Confidential information shall
be limited to the terms and pricing under this Agreement, any source code for the programs, and all information clearly identified as confidential.


A party's confidential information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.


The parties agree to hold each other's confidential information in confidence for a period of three years from the date of disclosure. Also, each party agrees to disclose confidential information only to those employees or agents who are required to protect it against unauthorized disclosure. Nothing shall prevent either party from disclosing the terms or pricing under this Agreement in any legal proceeding arising from or in connection with this Agreement or disclosing the information to a federal or state governmental entity as required by law.


V. LIMITATION OF LIABILITY: NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. ELEARNING'S MAXIMUM LIABILITY FOR ANY DAMAGES UNDER THIS AGREEMENT AND YOUR ORDER, WHETHER IN CONTRACT OR TORT, SHALL BE LIMITED TO THE AMOUNT OF THE FEES YOU PAID Elearning UNDER THIS AGREEMENT, AND IF SUCH DAMAGES RESULT FROM YOUR USE OF PROGRAMS OR SERVICES, SUCH LIABILITY SHALL BE LIMITED TO THE FEES YOU PAID ELEARNING FOR THE DEFICIENT PROGRAM OR SERVICES GIVING RISE TO THE LIABILITY.


VI. EXPORT ADMINISTRATION: Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the programs. You agree that such export control laws govern your use of the programs (including technical data) and any services deliverables provided under this agreement, and you agree to comply with all such export laws and regulations (including "deemed export" and "deemed re-export" regulations). You agree that no data, information, program and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.


VII. ENTIRE AGREEMENT: This Agreement constitutes the entire Agreement between you and Elearning with reference to your use of the Programs on a trial basis. Any additions or modifications must be made in writing and signed by both parties. The terms of this Agreement shall supersede the terms of any purchase order or other instrument issued by you under this Agreement. This Agreement is governed by the substantive and procedural laws of the State of California and you and Elearning agree to submit to the exclusive jurisdiction of, and venue in, the Superior courts in Los Angeles County in California in any dispute arising out of or relating to this Agreement.


In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
VIII. MISCELLANEOUS: Upon 45 days written notice, Elearning may audit your use of the Programs. You agree to cooperate with Elearning's audit and provide reasonable assistance and access to information. You agree to pay within 30 days of written notification any underpaid fees. If you do not pay, Elearning can end your technical support, licenses and/or this Agreement.


IX. EXPORT CONTROLS ON THE PROGRAMS: Pressing the "I accept the License Terms and Export Restrictions" button below is also a confirmation of your agreement that you comply, now and during the trial term, with each of the following statements:


You are not a citizen, national, or resident of, and are not under control of, the government of Cuba, Iran, Sudan, Iraq, North Korea, Syria, nor any country to which the United States has prohibited export.


You will not download or otherwise export or re-export the Programs, directly or indirectly, to the above mentioned countries nor to citizens, nationals or residents of those countries.


I. You are not listed on the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, nor are you listed on the United States Department of Commerce Table of Denial Orders. You will not download or otherwise export or re-export the Programs, directly or indirectly, to persons on the above mentioned lists. You will not use the Programs for, and will not allow the Programs to be used for, any purposes prohibited by United States law, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction.


RESTRICTED RIGHTS: Programs delivered to any department of U.S. government are delivered under a separate agreement and are not available hereunder.




Elearning Incorporated
999 Brickell Bay Drive
Miami FL 33131
USA
Tel:305.381.8545


Vic Cowley+1 323 816 8394