This Licensing Agreement (the “Agreement”) is between the CUSTOMER using either BioPharma Institute’s online ecommerce solution, Free Course of the Month order form, or a sales representative to purchase the license; and may be either a private individual, a company, or individual organizations within the CUSTOMER’s family of companies, or any of its successors and assigns (“CUSTOMER”) and BioPharma Institute, a division of GeneTree Inc, a Delaware corporation (“BioPharma Institute”), with a principal place of business in New Jersey. Use of the Services signifies CUSTOMER agreement to the terms and conditions of use set forth in this Agreement, and to be added to the BioPharma Institute email list, of which the CUSTOMER may opt out at anytime.
1. “Services Defined;” Permitted Uses. For purposes of this Agreement, the “Services” consist of providing CUSTOMER with access to BioPharma Institute interactive eLearning course(s) in which CUSTOMER has licensed (the “Course”) for a specified period, starting with the date CUSTOMER has paid for such course. This license may either be to access the Course from BioPharma Institute Learning Management System (LMS) or to host the course from a corporate LMS. As part of the Services, CUSTOMER has a nonexclusive, nontransferable right (a) to access the Course during periods when it is available, (b) to view individual screens of text, images, graphics, illustrations, photographs and the video components that make up the Course, and to listen to its audio components, (c) to operate the viewing controls for the Course that BioPharma Institute has provided for CUSTOMER use, (d) to take the assessment test offered as part of the Course, and (e) to print the printable file(s) that BioPharma Institute has made available for this purpose as part of the Course. CUSTOMER may use the Services solely for CUSTOMER noncommercial purposes relating to CUSTOMER personal or professional educational. In furtherance of these permitted purposes, CUSTOMER may make a single copy of the individual screens for CUSTOMER personal reference or as CUSTOMER study aid, provided that CUSTOMER do not modify the screen image in for their own personal purposes. CUSTOMER may also print and retain one (1) personal copy of the printable file(s) that BioPharma Institute provides solely for CUSTOMER personal reference and as CUSTOMER study aid. CUSTOMER may not modify this file in any manner. The rights described in this Section 1 relating to the Services are the only rights granted to CUSTOMER under this Agreement.
2. CUSTOMER Obligations; License Restrictions. CUSTOMER is solely responsible for providing suitable equipment and a suitable Internet connection for using the Services. Use of the Services is limited to CUSTOMER noncommercial use on a single computer at any time. CUSTOMER may not share or distribute the services in any manner. Without limitation, CUSTOMER may not share CUSTOMER user name and password with others in order to provide them with access to the Services. CUSTOMER may not, through any technological means, distribute the Services to multiple computers or other devices, or display or project the Course to multiple viewers, or otherwise permit concurrent use of the Services or the Course. CUSTOMER may not, through any means, record, download, print, or otherwise reproduce any portion of the Course except as expressly permitted under Section 1 above. CUSTOMER may not sell, lease, license, rent, transfer or in any manner distribute or permit others to use the Services or the Course or any copy of any portion thereof. CUSTOMER may not reverse engineer, decompile or disassemble the Course or any other component provided as part of the Services. If CUSTOMER violates this Agreement, this license automatically terminates and CUSTOMER must immediately discontinue use of the Services and destroy any copies of the Course that CUSTOMER have made. In the event this license is terminated, CUSTOMER is not entitled to a refund of any registration, license or other fee that CUSTOMER paid to BioPharma Institute.
3. Course Ownership. This Agreement provides CUSTOMER with a limited right to use the Services and the Course. It does not transfer to CUSTOMER any ownership rights (a) in the materials and technologies used to provide the Services, (b) in the Course itself, or (c) in any copies that CUSTOMER obtain in accordance with the terms of this Agreement. All such materials and rights are provided to CUSTOMER pursuant to the license terms herein. BioPharma Institute retains all ownership rights in the Course, the copies, and all materials and technologies used to provide the Services.
4. No Professional Advice Provided. BioPharma Institute provides the Course and the Services for educational purposes. They do not provide any form of professional advice and may not be relied upon for such purposes.
5. WARRANTY DISCLAIMER. THE SERVICES AND THE COURSE ARE PROVIDED “AS” IS AND WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITATION, BioPharma Institute DOES NOT WARRANT THAT THE INFORMATION PROVIDED AS PART OF THE COURSE WILL BE ACCURATE OR ERROR-FREE, THAT THE SERVICES WILL BE PROVIDED WITHOUT INTERRUPTION OR THAT ALL FEATURES WILL BE AVAILABLE AT ALL TIMES. NOR DOES BioPharma Institute WARRANT THAT THE COURSE OR THE SERVICES, OR THE SOFTWARE THROUGH WHICH THEY ARE PROVIDED, WILL BE FREE FROM VIRUSES, TROJAN HORSES, WORMS OR OTHER HARMFUL COMPUTER CODE. CUSTOMER AGREES THAT CUSTOMER ASSUMES ALL SUCH RISKS. TO THE GREATEST EXTENT PERMITTED BY LAW, BioPharma Institute DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY IN NATURE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
6. LIMITATION OF LIABILITY. IN NO EVENT SHALL BioPharma Institute BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
7. Miscellaneous. This Agreement is the complete and exclusive statement of the agreement between the BioPharma Institute and CUSTOMER relating to the Services and the Course and supersedes all prior written and oral communications and agreements relating thereto. This Agreement may only be modified as specified by BioPharma Institute in writing. If any of the provisions of this Agreement are held to be void or unenforceable, the remaining portions of this Agreement will continue in effect without giving regard to the void or unenforceable provisions. No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, will be deemed to be, or be construed as, a further or continuing waiver of any other term, provision or condition of this Agreement. This Agreement is governed by and will be construed in accordance with the laws of the State of California as applied to contracts entered into and wholly performed therein by residents thereof, and the federal courts for the Northern District of California and the state courts of New Jersey in and for the City of Paramus and County of Bergen shall be the exclusive forum. In any dispute hereunder, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and other expenses. CUSTOMER may not transfer or assign CUSTOMER rights under this Agreement to any third party.