By accessing the Licensed Materials (BizLibrary supplied as SmarterU Essentials), you are agreeing to these terms. Be sure to occasionally check back for updates. If you do not agree to these Terms, you should not access or use the Licensed Materials.
1. Grant of License
At all times, title to the Licensed Materials, or any copy, modification or merged portion of the Licensed Materials, shall remain vested in Course Provider. Client agrees that nothing in this Agreement shall give Client any right, title or interest in the Licensed Materials except for the limited license granted hereunder.
2. Content of Licensed Material
From time to time, the Course Provider may change the contents of the Licensed Materials. Client will receive automatic access to new modules. Whenever possible, Neovation will provide 90 days' notice of any modules being removed from the Licensed Materials.
3. Limitation of License
The License shall be a temporary, non-exclusive, non-assignable, limited license for the number of Users. The Licensed Materials are covered by federal copyright laws and only the employees and agents of Client for whom a license fee has been paid may access the Licensed Materials. Client agrees: (a) not to remove any notices in the Licensed Materials; (b) not to sell, transfer, rent, lease or sublicense all or any portion of the Licensed Materials or documentation to any third party; (c) not to modify the Licensed Materials; (d) not to copy the Licensed Materials; (e) not to reverse engineer, decompile, convert to another media, make a derivative work of the Licensed Materials or disassemble the Licensed Materials; and (f) not to disclose any confidential or copyrighted information or material related to the License or the Licensed Materials or the terms of this Agreement.
4. Service Maintenance
Neovation reserves the right from time to time to take the Licensed Materials offline to publish software updates or to perform hardware maintenance ("Maintenance"). Neovation will use reasonable efforts to schedule such maintenance between 1:00 a.m. and 8:00 a.m. EST. In the event such maintenance is scheduled to occur outside of such period or will result in a significant change to the user experience, Neovation will, to the extent practical, endeavor to provide three (3) days prior notice of the maintenance to Partner and indicate the nature of changes. Otherwise, no advance notice will be given.
5. Limitation of Liability
CLIENT ACKNOWLEDGES AND AGREES THAT THE LICENSED MATERIALS ARE PROVIDED "AS IS" AND NEOVATION MAKES NO REPRESENTATIONS OR WARRANTIES (WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE) CONCERNING THE LICENSED MATERIALS OR THE MARKETABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE LICENSED MATERIALS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CLIENT.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY THE PARTIES OR ANY THIRD PARTY OF ANY LICENSED MATERIALS PURSUANT TO THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Despite the above, if any court holds us (this includes our officers, staff and agents) liable for any matter related to these terms after you suffer loss or damage, our total combined liability will be limited to the sum of your Licensed Material access fee paid by you for the previous 12 months.
6. Governing Law
These terms and our relationship is governed by law of the Province of Manitoba. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. In any litigation, the prevailing party shall be reimbursed reasonable court costs and attorneys' fees.
7. Force Majeure
Neither party shall be in default by reason of any failure in performance of this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of such party, including but not limited to, acts of God, terrorism or war, cyber attacks, governmental restrictions or actions, fire and/or epidemic ("Force Majeure Event").
This Agreement constitutes the entire agreement between Client and Neovation with respect to the subject matter hereof, and supersedes all prior representations and agreements with respect to such subject matter. Partner agrees that any failure by Neovation to strictly enforce the terms of this Agreement shall not waive any of Neovation's rights to enforce any or all of the terms of this Agreement. This Agreement may not be modified, altered, amended or assigned except as agreed to in writing by both parties hereto.