End User License Agreement

1. ACCEPTANCE: By clicking the "I Accept" button or by accessing or using after viewing this license any of the training or content services outlined below or otherwise offered by Licensor to You, You are agreeing to the terms of this Universal On-Line License Agreement ("Agreement").  Please read this Agreement carefully.  If You do not accept the following terms, click "I Decline", and immediately cease any and all uses of the Services.
This is an Agreement between You, individually and/or as an authorized representative of a single company, institution or entity (“You” or “Licensee”), and The Continuing Education Center, Inc. (“Licensor”) governing access to and use of all Services and related web sites, software, applications, materials and content (the “Services”), e.g., STAR12 subscription services, offered or provided to You by or through Licensor.  This Agreement goes into full effect (the “Effective Date”) upon the earlier of Your clicking ‘I Accept” or Your access to or use of the Services, and all subscriptions and other terms executed hereunder between You and Licensor with respect to Your rights of use or access to particular Services (each, a "Subscription") are incorporated fully herein. From time to time, Licensor may amend this Agreement and post same or notification of same to its website or websites, and make the amended Agreement available to You for review. Your continued use or access of the Services after the amended Agreement has been made available to You constitutes Your agreement to the amended Agreement which shall be applicable to the Services thereafter.

2. TERM: The term of this Agreement shall commence on the Effective Date and shall continue in effect until the earlier of 1) termination permitted hereunder and 2) expiration of all of Your rights to use or access Services pursuant to the terms of Your Subscription(s) (“Term”).  Once the Term ends, this license and related rights to use and access of the Services will automatically terminate.

3. TITLE: As between Licensor and You, the Services, including all content and intellectual property provided to You under this Agreement including its Subscriptions, shall be owned exclusively by Licensor.  Title to and ownership of the Services, including in any modifications and derivatives thereof, shall at all times remain with Licensor.

4. SUBSCRIPTIONS: A “Subscription,” and all rights and licenses therein, unless otherwise expressly set forth therein, shall be limited and shall extend solely to access and use of the Services by a single natural person. Each person who is authorized to access or use the Services under a Subscription shall be assigned a unique Identification Number by Licensor.  Unless otherwise expressly set forth herein e.g., in a Subscription hereunder, each Identification Number assigned under a Subscription is personal to the individual to whom it was originally assigned and may not be transferred to another individual without prior written consent of Licensor.
(a) If You represent an "Enterprise" customer, Your Subscription(s) may authorize use of and/or access to the Services by multiple individual licensees, each of which shall be assigned a unique Identification Number, provided that all such individuals must at all times be Your employees or paid consultants and that all uses of and/or access to the Services under Your Subscription shall be limited to internal business activities undertaken in furtherance of services provided for pay to You. You are responsible for compliance by Your individual licensees with the terms of this Agreement. The originally-assigned Identification Number may only be reassigned from an original assignee with notice to Licensor when such an original assignee's employment and/or paid consultancy with You terminates, provided such reassignment shall only remain in effect for the remainder of the then-current period of such Subscription, regardless of whether such Subscription is thereafter renewed. Licensor may assess an additional fee for requested reassignments of Identification Numbers. Once an Identification Number is reassigned, and at all times following termination of employment and consultancy services described above, the original assignee shall have no further rights to use of or access to the Services.  For the avoidance of doubt, at no time shall the number of authorized individual users under a Subscription exceed the original number authorized by Licensor without prior written consent of Licensor.

5. LICENSE: Except where additional restrictions on use or access are set forth in a Subscription, Licensor grants to You and Your individual licensees, having properly-assigned Identification Number(s) pursuant to the terms of this Agreement, a limited, revocable, non-exclusive, non-transferable license to access and use those Services described in executed Subscription(s) purchased by You, solely for Your internal business purposes or personal uses if applicable and solely for the period(s) of time permitted in each applicable Subscription that has not expired or been terminated. Notwithstanding anything to the contrary herein or elsewhere, Licensor retains sole and exclusive control over the content, quality and delivery of the Services, and shall have the right to remove, alter, supplement or otherwise change the content and Services, and procedures and hours of accessibility thereto and provision thereof, at any time without notice, and You shall have no claim for breach or penalty based thereon provided, however, that if such a change materially and substantially reduces the value of the Services to You, your sole and exclusive remedy therefore shall be to request termination and a pro-rated refund of unused fees paid for those Services.
The following additional terms are applicable to use of and access to "Licensed Courseware":
(a) Licensed Courseware. "Licensed Courseware" includes any previously recorded or displayed (i.e., non-live) Services made available to You. Such courses, website access and learning resources are sometimes referred to herein collectively as the “Courses”.  Licensor may in certain cases permit use of plug-ins and other executable files or content downloaded to You when You display the Courses to use for a period following the end of the Term or expiration of the applicable Subscription, provided that any such extended use shall be in the full and absolute discretion of Licensor, shall be subject to this Agreement, and shall be terminable by Licensor at any time without cause and without penalty. Further, any such extended use shall be limited to the individual licensee(s) holding validly assigned Identification Numbers as of expiration of the applicable Subscription period, and there shall be no rights of reassignment during such extended use period that might otherwise be available hereunder.

6. RESTRICTIONS: You or your licensed users may not, except to the extent of reassignments of Identification Numbers expressly permitted herein, directly or indirectly:  (a) sublicense, assign, transfer, distribute or rent the Services; (b) use, copy or modify the Services, in whole or in part, except as expressly permitted in this Agreement;  (c) permit access to the Services by more persons than the number of permitted individual licensees under valid Subscription(s); (d) transfer a Subscription (or Identification Number) from one individual to another or permit persons other than the individuals to whom Identification Numbers have been assigned by Licensor to access the Services; (e) take any action designed to unlock or bypass any restrictions on number of users or access to the Services; (f) access any of the Services after the end of the Term or access any Services subject to expired or terminated Subscription(s); (g) use any product, web browser or any browser feature that accelerates the speed of page downloads beyond that of a conventional browser, such as NetJet, NetSonic, MSIE Crawler, Teleport-Pro, and similar tools; (h) use Web robots, crawlers, wanderers or spiders in connection with the Services; or (i) use the Services for any purpose that is unlawful, defamatory, obscene, offensive, abusive, sexually explicit, racist, threatening or encouraging of conduct that would constitute a criminal offense or give rise to civil liability actions.
There are no implied licenses, and Licensor reserves all rights not expressly granted herein.

7. LIVE COURSEWARE SERVICES: The following terms apply to Your use of any Live Courseware Services (LCS): Live Courseware Services (”LCS”) are Services provided in a "live" setting, including live teleseminars, webinars and instructor led training seminars whether virtual or in person. LCS shall also include all interactive sites such as social networking sites, blogs, forums, discussion groups, trainer interaction features and such other interactive features as are created in the future. The following terms and conditions are applicable to LCS Services:
(a)   Notwithstanding anything to the contrary herein, the right to attend and/or access LCS Services granted herein and in applicable Subscription(s) is personal to the individual to whom a pass or Identification Number is originally issued by Licensor (as with all Services) and You are prohibited from transferring that right without prior express written approval of Licensor. You must pre-register for any live seminar You wish to attend and provide a picture I.D. upon arrival to the seminar when requested.  You must preregister for each live virtual seminar, teleseminar and webinar event and will be provided with access codes and instructions for logging in.
(b)  Licensor reserves the right to establish, from time to time, specific Rules of Conduct that will govern all conduct at all LCS Services and relating to all of Your postings, inquiries, questions and other material of any sort submitted through any website, blog or other forum provided by Licensor.  Such Rules of Conduct, if and when established, shall be posted on a designated Licensor Web site or will otherwise be made available to You for review, and shall be incorporated in their entirety into this Agreement.  You agree to be bound by and adhere to the Rules of Conduct by continuing to access or use the Services following Licensor making the Rules of Conduct available to You for review.

8.STAR12 SERVICES: "STAR12" Services shall be identified using the designation "Star12" or similar designation on applicable Subscription(s), and may include online or live services of STAR12 or third party content materials, editorial materials, electronic books, courses, teleseminars and webinars, audio, video or other files and other resources offered by STAR12.  The following terms and conditions are applicable STAR12 Services:
(A) Notwithstanding anything to the contrary herein, the Star12 Services are expressly subject to the following restrictions and You are responsible for ensuring that You and Your licensed users accessing the Services comply with these restrictions: (i) You or Your licensed users may not reproduce, retransmit, distribute, sell, license, sublicense, publish, broadcast or circulate any content or other materials accessed through the Services; (ii) access to the servers for the Services is restricted to conventional, non-accelerated Web browsers, and You and Your licensed users may not use any product, Web browser or any browser feature that accelerates the speed of page downloads, such as NetJet, NetSonic, MSIE Crawler, Teleport-Pro, and similar tools; (iii) You or Your licensed users may not use Web robots, crawlers, wanderers or spiders in connection with the  Services; (iv) You or Your licensed users must not use the Services for any purpose that is unlawful, defamatory, obscene, abusive, sexually explicit, racist, threatening or encouraging of conduct that would constitute a criminal offense or give rise to civil liability actions; (v) You and Your licensed users must comply with the terms of use as presented by Licensor upon each access to the Services.
(B) All content included in the Services is the property of Licensor or third party publishers or copyright holders, and is protected by copyright and other laws relating to proprietary rights.  All software used on the Web sites for the Services is the property of Licensor or their software providers and is protected by copyright and other laws.  Licensor and their content providers and software suppliers retain all rights in their respective properties worldwide.  Third party content providers are an intended third party beneficiary of this License Agreement and may enforce certain rights and obligations set forth herein directly against You.
(C) YOU WILL INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR, ITS THIRD PARTY CONTENT PROVIDERS, AND ANY OF THEIR AFFILIATES, EMPLOYEES AND OFFICERS FROM AND AGAINST ANY LOSS, DAMAGE, LIABILITY, COST OR EXPENSE ARISING OUT OF (I) BREACH OF THE AGREEMENT BY YOU OR YOUR LICENSED USERS; OR (II) MISUSE OF THE SERVICES BY YOU OR YOUR LICENSED USERS. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT THE OPERATION OF THE SERVICES WILL BE ENTIRELY ERROR FREE.
(D) YOU UNDERSTAND AND AGREE THAT ANY USE OF THE SERVICES OR THE CONTENT THEREIN BY YOU OR YOUR LICENSED USERS IS ENTIRELY AT YOUR AND YOUR LICENSED USERS’ OWN RISK.  YOU AGREE TO TAKE APPROPRIATE MEASURES TO SAFEGUARD YOUR DATA AND INFORMATION FROM MALFUNCTIONS OF THE SERVICES.

9. NO WARRANTIES AND LIMITATION OF LIABILITY:
(A) THE SERVICES AND ITS CONTENT ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND. YOU UNDERSTAND AND AGREE THAT ANY USE OF THE SERVICES OR THE CONTENT THEREIN BY YOU OR YOUR LICENSED USERS IS ENTIRELY AT YOUR AND YOUR LICENSED USERS’ OWN RISK. YOU AGREE TO TAKE APPROPRIATE MEASURES TO SAFEGUARD YOUR DATA AND INFORMATION FROM MALFUNCTIONS OF THE SERVICES. LICENSOR AND ITS CONTENT PROVIDERS INCLUDING STAR12 AND THEIR RESPECTIVE AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS AND OFFICERS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREEDOM FROM VIRUSES.  LICENSOR DOES NOT WARRANT THAT THE OPERATION OF THE   SERVICES WILL BE ERROR FREE OR WITHOUT INTERRUPTION.  ALL LIABILITY, IF ANY, WITH RESPECT TO THE ACCURACY, RELIABILITY AND/OR QUALITY OF THIRD PARTY CONTENT SHALL REMAIN WITH THE RESPECTIVE CONTENT PROVIDER, AND YOU SHALL HAVE NO REMEDY AGAINST LICENSOR WITH RESPECT TO THE SAME. NEITHER LICENSOR NOR ITS CONTENT PROVIDERS WARRANTS, GUARANTEES OR MAKES ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SERVICES INCLUDING THE STAR12 CONTENT OR THE CONTENT THEREIN.
(B) IN NO EVENT SHALL LICENSOR OR ITS AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS OR SUPPLIERS (INCLUDING, WITHOUT LIMITATION, CONTENT PROVIDERS) BE LIABLE TO YOU, OR ANYONE CLAIMING THROUGH YOU, FOR (i) INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (ii) ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH YOUR OR YOUR LICENSED USERS’ USE OF THE  SERVICES, THE PERFORMANCE OR NON-PERFORMANCE OF THE  SERVICES OR THE CONTENT ACCESSIBLE THROUGH THE   SERVICES, EVEN IF THE POSSIBILITY OF SUCH DAMAGES WAS FORESEEABLE; AND (iii) THE LIABILITY OF LICENSOR AND THEIR RESPECTIVE AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS AND SUPPLIERS (INCLUDING, WITHOUT LIMITATION, CONTENT PROVIDERS) HEREUNDER IS LIMITED SOLELY TO YOUR DIRECT DAMAGES, NOT TO EXCEED THE FEES PAID BY YOU IN THE THEN PRECEDING TWELVE(12) MONTHS AS ALLOCABLE TO THE  SERVICES.
(C) THERE ARE NO WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE) FOR THE SERVICES.  THE ENTIRE RISK AS TO SATISFACTORY QUALITY, NONINFRINGEMENT, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU, THE USER.  LICENSOR AND LICENSOR’S DIRECT AND INDIRECT SUPPLIERS DISCLAIM ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR ANY PURPOSE, PARTICULAR, SPECIFIC OR OTHERWISE, OR NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.  THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  THIS WARRANTY GIVES YOU SPECIFIC RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TOJURISDICTION.

10. CHARGES AND PAYMENT:  You agree to pay all charges for Your use of the Services in the currency in which the charges are billed and at the prices displayed to You as of Your selection of the Services or such other prices thereafter agreed to by You and Licensor.  All charges are exclusive of value added, sales or other taxes, which You agree to pay.  Payment must be made by cash, check, debit or credit card designated by You for Licensor’s use during the Services registration process or from time to time thereafter as updated by agreement between You and Licensor, and all access charges are Your responsibility and are payable on the Effective Date or such later date as Licensor may designate.  If payment is not received by Licensor from any third party on Your behalf following Your request that such payment be made, You agree to pay all amounts due upon demand of Licensor.  Third party credit card issuer agreement(s) should be consulted with respect to Your rights and liabilities as a cardholder as between You and your issuer.

11. TERMINATION: Licensor may terminate this Agreement without refund to You nor further obligation to You in the event of Your violation of any of the provisions of this Agreement including for non-payment of any charges due. Licensor may also terminate this Agreement without cause at any time, or may suspend Your access to and use of the Services without cause at any time; provided, however, that if Licensor exercises the foregoing without cause You may request, and Your sole and exclusively remedy therefore shall be, a pro-rated refund of unused portions of fees paid for effected Subscription(s).

12. EXPORT LIMITATIONS: None of the Services or underlying information or technology may be displayed, downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders; or (iii) otherwise in violation of U.S. and other applicable law.  By agreeing to the terms of this Agreement, You are agreeing to the foregoing and You are representing and warranting that You are not located in, under the control of, or a national or resident of any such country or on any such list.

13. GOVERNMENT USERS: This Agreement defines the rights of any United States Government user to the Services, except where contrary to law.  In the event applicable law does not permit this license to define the rights of United States Government users, the Services are provided with RESTRICTED RIGHTS, and use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (a) (14) of the Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation clause DFARS 252.227-7014 (JUN 1995), or subparagraphs (c) (1) and (2) of the Commercial Computer Software Restricted Rights clause, FAR 52.227-19 (JUN 1987).  The Manufacturer is The Continuing Education Center, Inc..

14.  GENERAL: If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby.  This Agreement shall be governed by the laws of the State of Kansas, United States of America, without regard to its choice of law rules.  In addition, the parties consent to the exclusive personal jurisdiction and venue of competent local or federal courts residing in Kansas.  This Agreement sets forth the entire agreement and understanding between the parties with regard to its subject matter and supersedes all prior and contemporaneous oral or written agreements and understandings.  This Agreement may only be amended in writing signed by the parties hereto.

15. ORDER OF PRECEDENCE: In the event of a conflict between the terms of the body of this Agreement and any of its Subscription(s), the terms of the body of this Agreement shall supersede and govern to the extent necessary to resolve such conflict.

16. EQUIPMENT AND ACCESSIBILITY: You are fully and solely responsible for all equipment and services (e.g., computer, internet and infrastructure, etc.) required to connect with and use the Services made available by Licensor.

17. INDEMNIFICATION: You will indemnify and defend and hold harmless Licensor, its content providers, affiliates, employees and officers from and against any loss, damage, liability, cost or expense arising out of (i) breach of the Agreement by You or Your licensed users; (ii) misuse of the Services by You or Your licensed users; or (iii) content You or Your licensed users post, disseminate or otherwise publish to third parties in connection with the Services.

18. YOUR CONTENT: You hereby grant to Licensor a non-exclusive license to reproduce, distribute, display, publish, use and prepare derivatives of all remarks, suggestions, ideas, or other information that Your or Your licensed users communicate to Licensor in connection with the Services or a Licensor website including all interactive sites such as social networking sites, blogs, forums, discussion groups, trainer interaction features and such other interactive features as are created in the future. Licensor and its designees will be free to copy, disclose, distribute, incorporate and otherwise use the materials you submit for any and all commercial or noncommercial purposes, without any obligation to compensate you or others for the materials unless specifically otherwise agreed to in writing by separate agreement.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND, BY CLICKING THE BUTTON MARKED "I ACCEPT" INDICATE YOUR ACCEPTANCE OF ITS TERMS AND CONDITIONS.  YOU ALSO AGREE THAT THIS IS THE COMPLETE AGREEMENT BETWEEN YOU AND LICENSOR AND IT SUPERSEDES ANY OTHER INFORMATION OR REPRESENTATIONS YOU MAY HAVE RECEIVED RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.