FlexTraining Universal Learning Platform
New Customer Registration - Login & Go
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National Training Systems Inc. - a Florida Subchapter S Corporation - ("Vendor"), hereby subscribes to a Login & Go training service, utilizing FlexTraining Software and data structures. Customer agrees to abide by the terms and conditions described in the remainder of this document. 1. Subscription Fee: Customer will pay a periodic subscription fee to Vendor, for use of the Login & Go environment, due before initial setup and activation, and due on a recurring basis depending on the period subscribed for. All subscription sales are final, regardless of Customer's internal standards, practices, methods, hardware, software or other internal factors related to at Customer's use of the Login & Go subscription. 2. Customer may not resell or re-license its Login & Go environment or any portion thereof, nor may it duplicate the Login & Go system for use by multiple companies or organizations, (though it may sell training classes) at any time under this agreement. Unauthorized duplication or re-sale of the Login & Go service may result in de-activation of the Login & Go service without refund. Unauthorized use of screens, menus or features from the Login & Go system will be considered a Subscription License violation, causing serious financial harm to Vendor, from which Vendor may recover damages. 3. Customer may continue use of the Login & Go environment as long as it has a current paid subscription, or discontinue use at any time. The subscription is non-transferable. Discontinuation of use of the software will not reduce or eliminate any damages due which result from a copyright violation or termination of service under the terms of section (4) above. 4. Customer may establish and execute as many Courses, Scheduled Classes, and Reports as it wishes, and recognizes that larger numbers of courses and activity may affect system performance. The number of Students (student records in the Students table in the Login & Go database) permitted is governed by the user level (number of authorized learners). 5. Customer may elect to ask Vendor to modify the FlexTraining software, at an agreed-upon fee. 6. Customer may choose to purchase a FlexTraining License in the future, and to discontinue its Login & Go subscription at the same time. In this event, customer will receive a credit toward its license purchase, the amount being 30% of the total of Login & Go fees paid within the last 12 months. 7. Upsizing: If Customer has subscribed at one user level of users (ex:250), and wishes to upsize its user level to allow more users (ex:500), it may do so at any time. Fees due at that time will reflect the larger user number for the remaining portion of the current subscription period (prorated). 8. Sole Warranty: If customer is covered by a Support and Upgrades plan and a substantial, material defect with the software has been demonstrated which has no workaround, and which prevents customer from utilizing major aspects of the system, vendor will provide a repair for this defect within 90 days from the time of identification, or provide a suitable workaround. 9. Customer understands that tech support is for answering questions and fixing software bugs. It does not include manager training, system modifications, editing data, or engaging in system operations. These are services and are performed on a fee basis. 10. In the event that Customer requests that Vendor provide services such as course-development, content-development, software customization, or integration of software with external technology such as interfaces, external networks, SCORM courseware, or any other service, the following applies: Many factors - technical, operational, and others - will be out of Vendor's control, and therefore: a. Cost figures and estimates of any kind that are furnished by Vendor for such services are good-faith estimates only. Vendor will make "best effort" and does NOT guarantee completion of any task or project within any budget or schedule. b. Any customization or integration will be performed on Vendor's servers and network, with any needed data or third-party software or courseware provided by Customer for testing purposes. Complete solution may be moved elsewhere after all testing is complete. c. Client will provide overall project management for such integration or customization, and is responsible for coordination between parties when multiple parties or technologies are involved. d. Client has responsibility for delays, increases in scope, supervision, meeting of budgets and deadlines, and successful completion of all projects. e. Vendor may perform work on an hourly rate, in which case Vendor and Customer may agree to continue work beyond a budget or schedule target. f. If work is arranged on a "flat fee" basis, such fees will be prepaid and Vendor retains the sole right to discontinue work when fees have been exhausted, or to seek additional revenue from Customer. g. All surveys, profiles, questionnaires and other data forms that Customer asks Vendor to complete will be considered "best of its knowledge" products. Vendor does not guarantee complete 100% accuracy of any technical or operational information provided to Customer. 11. Except as otherwise provided in this license, Vendor provides, and Customer accepts, the FlexTraining Software and Login & Go Environment in "as-is" condition; and VENDOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (STATUTORY, EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE FLEXTRAINING SOFTWARE AND Login & Go SYSTEM OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, ACCURACY, OR FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE (WHETHER OR NOT VENDOR KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING. VENDOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE FLEXTRAINING SOFTWARE AND Login & Go SYSTEM WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE FLEXTRAINING SOFTWARE AND Login & Go SYSTEM WILL BE UNINTERRUPTED OR ERROR FREE. VENDOR EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN CUSTOMER WITH RESPECT TO THE FLEXTRAINING SOFTWARE AND Login & Go SYSTEM OR ANY PART THEREOF. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO CERTAIN OF THE ABOVE EXCLUSIONS MAY NOT APPLY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS LICENSE/SUBSCRIPTION FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES, LOSS OF DATA, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION ARISING OUT OF THE USE OF OR INABILITY TO USE THE FLEXTRAINING SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) TO THE OTHER SHALL NOT EXCEED THE SUMS RECEIVED BY VENDOR FROM CUSTOMER UNDER THIS LICENSE IN EXCHANGE FOR THE LICENSE OF THE FLEXTRAINING SOFTWARE AND Login & Go SYSTEM. THIS LIMITATION OF LIABILITY SHALL APPLY EVEN IF THE EXPRESS WARRANTIES SET FORTH ABOVE FAIL IN THEIR ESSENTIAL PURPOSE. In the event that a final injunction shall or in Vendor's opinion may be obtained against Customer's use of the Login & Go system, Vendor may, at its option and expense and without being considered in default in the performance of its obligations under this license, and as Customer's sole remedy against Vendor for such infringement, either (i) procure for Customer the right to continue using such FlexTraining Software; (ii) replace such FlexTraining Software with non-infringing software of like quality and capabilities; or (iii) modify such FlexTraining Software so that it becomes non-infringing. THE FOREGOING STATES VENDOR'S ENTIRE LIABILITY FOR THE FLEXTRAINING SOFTWARE AND Login & Go SYSTEM UNDER THIS LICENSE. NON-DISCLOSURE: Customer agrees not to disclose to third parties information about the internal design, data structures, or programming techniques of the FlexTraining software. In any event, and in all circumstances, the liability of National Training Systems Inc. (Vendor) - DBA "FlexTraining" and DBS "Login & Go" - concerning any product or service provided to customer will be limited to the amount of fees paid to it by customer. In the case where custom services, such as software modification or course development, are performed, liability concerning those services will be limited to the amount customer pays for those services. Customer acknowledges that Vendor makes no representation that any specific software tool, feature, or functionality will be included in any future release of the FlexTraining software. Vendor makes no assurances or predictions as to what software, or features will be included in any future release of the Login & Go system or the FlexTraining software. This license shall be governed in its construction, interpretation and performance by the laws of the State of Florida and the United States, as applicable, without reference to law pertaining to choice of laws or conflict of laws. In the event of any litigation arising out of or relating to this License Agreement or the breach, termination, validity or enforcement of this License Agreement, venue shall be in the Thirteenth Judicial Circuit in and for Hillsborough County, Florida, or the Tampa Division of the United States District Court for the Middle District of Florida, as applicable. Both parties hereto hereby submit to the exclusive jurisdiction of such courts.
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