End-User License Agreement END USER LICENSE AGREEMENT FOR ECONSULTING GROUP, INC. ONLINE CONTENT IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual person or a single legal entity) and the Licensor for the eConsulting Group, Inc. products and services that displays this EULA, which includes any associated media and Licensor (eConsulting Group, Inc.) Internet-related services and copyrighted works, including but not limited to, Hands-On Project Management™, Principles and Concepts, text book material, Registration No. TX-5-901-723; Hands-On Project Management™, on site and on line training material, Registration No. TXu 1-102-253; and Enterprise Project Management Workflow and Analysis, method and architectural design for the project management software application ePMO.net™ A.K.A. Project DataBank™, Registration No. TX-6-100-506 (“Materials”). In addition, Licensor is the owner of various trademarks and trade names, Hands-on Project Management™”, “Project Management Specialist™”, “Project Management Expert™”, “Project Manager – Master Level™”, “We Build Project Managers. Are You One of Us?™’ and, “ePMO.net™ (“Course Titles”) and has developed certain proprietary methods and know-how which constitute trade secrets pursuant to applicable law (the "Materials and Course Titles"). For purposes of this EULA, the term "Licensor" refers to eConsulting Group, Inc. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY USING THE “MATERIALS and COURSE TITLES.” IF YOU DO NOT AGREE, DO NOT USE THE MATERIALS AND COURSE TITLES; YOU MAY CANCEL YOUR PURCHASE AND REQUEST A FULL REFUND, IF APPLICABLE. NOTE: IF YOU DO NOT HAVE A VALID LICENSE FOR ONE OF THE FOLLOWING PRODUCTS (EACH PART OF "MATERIALS AND COURSE TITLES"), YOU ARE NOT AUTHORIZED TO USE THE “MATERIALS AND COURSE TITLES”: PM1E00, PM1I00, PM2E00, PM2I00, PM4E00, PM4I00, PM7E00, PM7I00, PM5E01, and PM5I05. 1. GRANT OF LICENSE. Provided you comply with all terms and conditions of this EULA, this EULA grants you the following rights: 1.1 Utilization. You may use a Internet-related services, the “MATERIALS AND COURSE TITLES,” in accordance with the end user license agreement that accompanied our products. Title to the Materials and Course Titles shall always remain with Licensor, and you will not acquire any interest therein except the limited right to use the same pursuant to this Agreement. You agree that Licensor shall solely own and have the exclusive worldwide right, title and interest in and to the Materials and Course Titles and to modifications, enhancements and derivative works thereof, and in and to all United States and worldwide trademarks, service marks, trade dress, logos, copyrights, rights of authorship, inventions, patents, rights of inventorship, rights of publicity, privacy and defamation, trade secrets, rights under unfair competition and unfair trade practices laws and all other intellectual and industrial property rights related thereto (collectively “Intellectual Property Rights”). You shall not remove any copyright or proprietary rights notice included in or on any Course Materials and Texts and Course Title offered under this agreement and shall reproduce all such notices in or on all copies authorized by eConsulting Group, Inc. The copyright stays with eConsulting Group, Inc. at all the time. You shall not challenge, contest, or otherwise impair Licensor’s ownership of the Materials and Course Titles or contest the validity, enforcement, or enforceability of Licensor’s Intellectual Property Rights related thereto. 1.2 License Grant for “Materials and Course Titles” and “Exercises.” The “Materials and Course Titles” may include certain photographs, charts, exercises, and case studies that are identified in the “Materials and Course Titles” for your use (together "Exercises"). You may neither copy nor modify the Exercises, nor license, reproduce, create competing products or services, sale, resale, display and distribute them, along with your modifications as part of your products and services, in any form by any means, electronic, manual, photocopying, recording, or by any information storage and retrieval system, without prior written permission of the eConsulting Group, Inc. “Materials and Course Titles” could not be licensed and used in the state of Illinois, USA and state of Virginia, USA. * eConsulting Group, Inc. license grants you the right to access the material on www.econsulting-group web server according to the subscription purchased. * Transfer Policy: eConsulting Group, Inc. does not allow you to transfer your license to any other person or entity. * The license is effective until paid subscription expires. In addition, you must (a) indemnify and defend eConsulting Group, Inc. from and against any claims or lawsuits, including attorneys' fees that arise from or result from use of “Materials and Course Titles.” 1.3 License Grant for Templates. The “Materials and Course Titles” may include templates – “Project DataBank – project management templates.” If purchase, you are entitled to download and use only one copy of it. You may copy and modify the templates and distribute such templates along with your modifications for use, but only for personal or commercial correspondence involving person-to-person communication. You are not licensed to do any of the following: You may not sell, resell, license, rent, lease, lend, or otherwise transfer either for value or for gratis, the templates. You may not distribute the templates as part of any product or service. You may not copy or post any on any network computer or broadcast it in any media. You must indemnify and defend eConsulting Group, Inc. against any claims or lawsuits, including attorneys' fees, that arise from or result from the use of the templates. 1.4 License Grant for Documentation. The documentation that accompanies the “Materials and Course Titles” is licensed for internal, non-commercial reference purposes only. 2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS. You may not use any eConsulting Group, Inc. Internet-based services associated with the “Materials and Course Titles” in any manner that could damage, disable, overburden, or impair such services or interfere with any other party's use and enjoyment of them. You may not attempt to gain unauthorized access to any service, account, computer systems or networks associated with the Internet-based services. 3. RESERVATION OF RIGHTS AND OWNERSHIP. Licensor reserves all rights not expressly granted to you in this EULA. The “Materials and Course Titles” is protected by copyright and other intellectual property laws and treaties. Licensor or its suppliers own the title, copyright, and other intellectual property rights in the “Materials and Course Titles.” The “Materials and Course Titles” is licensed, not sold. This EULA does not grant you any rights to trademarks or service marks of Licensor. 4. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the “Materials and Course Titles.” 5. NO RENTAL/COMMERCIAL HOSTING. You may not rent, lease, lend or provide commercial hosting services with the “Materials and Course Titles.” 6. CONSENT TO USE OF DATA. You agree that Licensor and its affiliates may collect and use technical information gathered as part of the product support services provided to you, if any, related to the “Materials and Course Titles.” Licensor may use this information solely to improve our products or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you. 7. LINKS TO THIRD PARTY SITES. Licensor is not responsible for the contents of any third- party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. Licensor is providing “Materials and Course Titles” and access to third-party sites and services to you only as a convenience, and the inclusion of any link or access does not imply an endorsement by Licensor of the third-party site or service. 8. UPDATES AND MAINTENANCE. This EULA applies to updates, supplements, add-on components, or Internet-based services components, of the “Materials and Course Titles” that Licensor may provide to you or make available to you after the date you obtain your initial access to the “Materials and Course Titles,” unless they are accompanied by separate terms. 9. EXPORT RESTRICTIONS. You acknowledge that the “Materials and Course Titles” is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the “Materials and Course Titles” , including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments. 10. TERMINATION. Without prejudice to any other rights, Licensor may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the “Materials and Course Titles” and all of its component parts. This Agreement shall commence on the day of your registration and remain in full force and effect and operate to bind the parties hereto to the covenants and promises contained herein and shall terminate only upon the first of any of the following events to occur: (a) After sixty (60) days, from the day of registration for any on line training (e.g., PM1E00, PM7E00, Project Management Specialist™ package, etc.); or (b) After three hundred sixty five (365) days, from the day of registering to license Materials and Course Titles (e.g., PM1I00, PM7I00, etc.); or (c) User shall fail to abide by the terms of this Agreement, including any failure to make any payments due; or (d) User’s use of Licensor’s Material and Course Titles in an unauthorized manner; 11. LIMITED WARRANTY eConsulting Group, Inc. warrants that the Internet-related services and “Materials and Course Titles” shall perform substantially in accordance with the accompanying materials for a period of the duration for which license was given - sixty (60) days for on line training and three hindered sixty five (365) days for the licensing, from the date of receipt. LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by eConsulting Group, Inc., YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the “Materials and Course Titles” does not meet eConsulting Group, Inc.'s Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 13 below ("Exclusion of Incidental, Consequential and Certain Other Damages") are also incorporated into this Limited Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have others which vary from state/jurisdiction to state/jurisdiction. YOUR EXCLUSIVE REMEDY. eConsulting Group, Inc.'s and its suppliers' entire liability and your exclusive remedy shall be, at eConsulting Group, Inc.'s option from time to time exercised subject to applicable law, (a) return of the price paid (if any) for the “Materials and Course Titles,” or (b) repair or replacement of the “Materials and Course Titles,” that does not meet this Limited Warranty and that is returned to eConsulting Group, Inc. with a copy of your receipt. You will receive the remedy elected by eConsulting Group, Inc. without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the “Materials and Course Titles” to eConsulting Group, Inc.). This Limited Warranty is void if failure of the “Materials and Course Titles” has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement “Materials and Course Titles” will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States or Canada, neither these remedies nor any product support services offered by eConsulting Group, Inc. are available without proof of purchase from an authorized international source. To exercise your remedy, contact: eConsulting Group, Inc., Attn. eConsulting Group, Inc. Sales Center 405 North Wabash Ave. 1712, Chicago, IL 60611. 12. DISCLAIMER OF WARRANTIES. THE LIMITED WARRANTY THAT APPEARS ABOVE IS THE ONLY EXPRESS WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER EXPRESS WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ECONSULTING GROUP, INC. AND ITS SUPPLIERS PROVIDE THE “MATERIAL AND COURSE TITLE” AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OR RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE “MATERIAL AND COURSE TITLE,” AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE “M ATERIAL AND COURSE TITLE.” 13. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ECONSULTING GROUP, INC. OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE “MATERIAL AND COURSE TITLE,” THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF ECONSULTING GROUP, INC. OR ANY SUPPLIER, AND EVEN IF ECONSULTING GROUP, INC. OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 14. LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF ECONSULTING GROUP, INC. AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY ECONSULTING GROUP, INC. WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHAL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE “MATERIAL AND COURSE TITLE” OR U.S. $5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 11, 12, AND 13 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. 15. APPLICABLE LAW. This EULA is governed by the laws of the State of Illinois, USA. 16. ENTIRE AGREEMENT; SEVERABILITY. This EULA (including any addendum or amendment to this EULA which is included with the “Materials and Course Titles”) is the entire agreement between you and eConsulting Group, Inc. relating to the “Materials and Course Titles” and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the “Materials and Course Titles” or any other subject matter covered by this EULA. To the extent the terms of any eConsulting Group, Inc. policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
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