END-USER LICENSE AGREEMENT
PLEASE READ THIS END-USER LICENSE AGREEMENT (“Agreement”) CAREFULLY BEFORE USING ANY OF THE ONLINE TRAINING SOFTWARE OR CONTENT (collectively, “G3 Learning Services”) OFFERED BY G3 Learning LLC (“G3 Learning”) DESCRIBED ON NewbornCourse.com (the “Website”). BY USING THE G3 Learning Services YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MUST PROMPTLY EXIT THIS PAGE WITHOUT ACCESSING OR USING ANY OF THE G3 Learning Services.
1. You/User. Persons who access or use the Website are sometimes referred to herein individually as a “user” and collectively as “users.” “You” and “your” refer to you as a user of the Website.
2. Eligibility. Only individuals enrolled in a NewbornCourse program (“Course”) are permitted to access the Course materials. In addition, by enrolling in the Course, you certify that you are at least 18 years of age. Enrollment in a Course by those under the age of 18 is strictly prohibited.
4. Online Training Services. Subject to the terms of this Agreement, G3 Learning hereby grants to you a limited, non-transferable, royalty-free and non-exclusive license to use the G3 Learning Services and access a Course and its related Course materials during the term of this Agreement. Your use of the G3 Learning Services and the Course materials shall be strictly in accordance with the terms and conditions set forth in this Agreement. You are responsible for providing and maintaining all computer equipment and software and telecommunications services necessary to access the G3 Learning Services. Nothing in this Agreement grants or transfers to you or to any third party any ownership rights in the G3 Learning Services, including but not limited to the software and other intellectual property rights related to the G3 Learning Services. Except as specifically set forth in this Agreement, G3 Learning owns and retains all right, title and interest in the G3 Learning Services and any and all related materials.
“NewbornCourse” and other names, logos and marks related to G3 Learning and its services are trademarks and/or service marks of G3 Learning, and are protected by law. G3 Learning reserves all rights to its trademarks and service marks, which may only be used with the prior written permission of G3 Learning. Fair use of the trademarks and service marks requires proper acknowledgment. Names, logos and marks of other entities appearing on the Website are the trademarks or service marks of those entities, and their appearance on the Website does not imply the endorsement of G3 Learning by or affiliation of G3 Learning with those entities, except as expressly indicated.
You may access a Course and use Course material only for your personal educational purposes consistent with the Course(s) in which you are enrolled. You may not permit anyone else to use your account to access the Website or any other online resources, including resources provided by third parties that G3 Learning makes available to enrolled students. Except as necessary for the purposes of participating in Course(s) in which you are enrolled, you may not copy, share or distribute content you obtain from the Website, or from other online resources or third party sites that G3 makes available to enrolled students. It is a violation of this Agreement for anyone to access any Course or Course materials without G3 Learning’s express written authorization. You are responsible for maintaining the security of your account access credentials (including your username, password, and any other names, numbers or codes used to access resources on or through the Website), and you are responsible for any unauthorized use of your account. You agree to use reasonable measures to protect the security of your account access credentials, and to prevent unauthorized access to any Course through the Website or any other manner.
Reproduction, copying or redistribution of materials from the G3 Learning Website for commercial purposes is prohibited without the express prior written permission of G3 Learning. To obtain permission to copy portions of the Website, please send an email containing the following information:
• the content you wish to use;
• where, when and how it will be used (for example, a seminar, newsletter or news article);
• where, how and to what audience copies will be distributed;
• how many copies will be made and distributed;
• what other materials will be associated with the G3 Learning content; and
• your name, title, company, address, email address and phone number.
G3 Learning will evaluate and respond to your request. G3 Learning reserves the right to refuse permission to copy, distribute, broadcast or publish any of its copyrighted material, including text and images on our Website.
5. Payment. For access to and use of the G3 Learning Services, you agree to pay the subscription fee set forth in G3 Learning’s Fee Schedule, $39.99 USD (Thirty Nine Dollar and Ninety Nine Cents) for six (6) months unlimited access for each user and/or course for which you are purchasing a license. You hereby acknowledge and agree that the subscription fee for each license purchased upon acceptance of this Agreement must be paid prior to your first use of the G3 Learning Services, and that G3 Learning has no obligation to refund the subscription fee, or any portion thereof, in the event you do not use the G3 Learning Services. You are responsible for any taxes, including personal property taxes or sales taxes, resulting from your use of the G3 Learning Services.
6. Restrictions on Use. All pages within the Website and any material made available for download by the Website (collectively, the “Website Materials”) are the property of G3 Learning. Except as provided in Paragraph 4 above, no portion of the Website Materials may be reprinted, republished, modified or distributed in any form without the express prior written permission of G3 Learning. Access to the Website Materials is for your own personal, non-commercial use and may not be shared with any third party. You shall keep intact any proprietary notices, including copyright notices, contained on any downloaded materials and shall comply with any applicable end-user license agreements. Any rights not expressly granted by this Agreement or any applicable end-user license agreements are reserved by G3 Learning.
7. Modifications and Changes to Services and/or Website. The software, content, availability and access and all other features, attributes or aspects of the G3 Learning Services and Website Materials are subject to change, modification, additions or deletions at any time without notice and in G3 Learning’s sole discretion.
G3 Learning reserves the right to change, modify, update, discontinue, remove, revise, delete or otherwise change any portion of the terms and conditions set forth in this Agreement, in whole or in part, at any time. For changes that G3 Learning deems material, G3 Learning will place on the homepage of its Website a link to “UPDATED G3 Terms and Conditions.” The most current version of these terms and conditions will be available on the Website and will supersede all previous versions. By accessing or using the Website after the terms and conditions have been changed, you consent and agree to the revised terms and conditions.
8. Links or Pointers to Other Sites. G3 Learning makes no representations whatsoever about any other website that you may access though G3 Learning’s Website. When you access a non-G3 Learning website, you understand that it is independent from G3 Learning and G3 Learning has no control over the content on that website. In addition, a hyperlink to a non-G3 Learning website does not mean that G3 Learning endorses or accepts any responsibility for the content, or the use, of the linked website. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, trojan horses and other items of a destructive nature. In addition, G3 Learning makes no warranties or representations concerning the veracity of any information on a non-G3 Learning website.
10. Prohibited Activities. You may not modify, reverse engineer or decompile the G3 Learning Services (including any G3 Learning software) or create derivative works based on the G3 Learning Services. You may not distribute, rent, lease, sell, license or otherwise transfer rights in the G3 Learning Services to any other person or entity or make any other commercial use of the G3 Learning Services. Except for downloading of project files, which is authorized, you may not save the G3 Learning Services to your computer or any other storage medium. You may not violate any security or corrupt the Website in any way.
Unauthorized use or modification of the Website may result in criminal and/or civil prosecution. You may not use the Website for anything other than a lawful educational purpose. You agree not to use the Website in any illegal manner or for any illegal purpose, or in any other manner that could damage, disable, overburden or impair the Website, or in any manner inconsistent with the terms and conditions in this Agreement. You agree not to interfere, or attempt to interfere, with any security feature of the Website. You agree not to interrupt, or attempt to interrupt, the operation of the Website in any way. You agree not to use the Website to: (i) engage in, or promote any, unlawful activity or purpose, including without limitation, any activity that could give rise to criminal or civil liability; (ii) carry out any unauthorized alteration of any data or information on the Website or supplied by another user of the Website; (iii) post, transmit or share material that you did not create or that you do not have permission to post, transmit or share, or conduct any activity that infringes on the copyright, patent, trademark, service mark or other rights of any person or entity; (iv) advertise or promote and product or service, without the prior written permission of G3 Learning; (v) upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code designed to interfere with the functionality of, or obtain any nonpublic information from, any computer software or hardware or telecommunications equipment; or (vi) send chain letters, junk mail, unsolicited e-mail or “spam,” commercial or non-commercial solicitations or bulk communications of any kind including, but not limited to, utilizing distribution lists used to convey information to any person who has not given specific permission to be included in such a list. You agree that you will not access the Website using any automated means to aggregate content from multiple pages or portions of the Website for any commercial purpose. You agree not to restrict or inhibit any other user from using and enjoying the Website or any service provided through the Website.
11. Your Communications and Other Content You Provide. You agree that you will not send, post or otherwise publish through the Website, any message, material, user name or other communication that: (i) is unlawful, offensive, obscene, vulgar, indecent, pornographic, profane, sexually-oriented, threatening, abusive, false or misleading, slanderous, libelous or defamatory; (ii) impersonates any person or entity; (iii) provides personally-identifiable information of any person or entity such as an address or phone number; (iv) constitutes or encourages the conduct of a criminal offense; (v) gives rise to liability; (vi) promotes the use of controlled substances; (vii) causes injury of any kind to any person or entity; (viii) infringes or violates the intellectual property rights, contract rights, or any other rights of any third party; (ix) contains harmful or malicious components or code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (x) creates a link to another Website.
By enrolling with NewbornCourse, you grant G3 Learning, its affiliates, instructors, officers and employees an irrevocable, perpetual, non-exclusive, royalty-free, transferrable and sublicenseable, worldwide license to display, copy, distribute in and through all means and media now known or hereafter invented, and to make, display, copy and distribute in the same manner derivative works based on any and all information you post to or through the Website. By posting or uploading content to the Website you represent and warrant that you have the right to post the content to the Website, and to license the content to G3 Learning as provided in this Agreement.
12. Usage and Monitoring. You may use the Website only as permitted by G3 Learning. G3 Learning is not responsible for the content of any messages, information or files transmitted to or through the Website by anyone other than G3 Learning. However, G3 reserves the right to delete and take other appropriate action with respect to such messages, information or files which G3 Learning, in its sole discretion, deems objectionable or otherwise in violation of the terms and conditions of this Agreement, including denying access to the Website to anyone at any time. By using the Website, you consent to such actions, including the monitoring, review and auditing of all messages, information and files transmitted to or through the Website.
13. Medical Disclaimer. This site is not designed to and does not provide medical advice, professional diagnosis, opinion, treatment or services to you or to any other individual. Through this site and linkages to other sites, Newborn Course provides general information for educational purposes only. The information provided in this site, or through linkages to other sites, is not a substitute for medical or professional care, and you should not use the information in place of a visit, call consultation or the advice of your physician or other healthcare provider. G3 and NewbornCourse.com is not liable or responsible for any advice, course of treatment, diagnosis or any other information, services or product you obtain through this site.
14. Disclaimer of Warranties. THE G3 Learning Services (INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE OR DESCRIBED ON THE WEBSITE OR ACCESSED BY MEANS THEREOF) ARE PROVIDED AS-IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. G3 Learning EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY AND NON-INFRINGEMENT TO THE FULL EXTENT PERMITTED BY LAW. TO THE GREATEST EXTENT PERMITTED BY LAW, G3 MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT: (i) ACCESS TO OR OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE; (ii) THAT THE QUALITY OF ANY SERVICES OR INFORMATION PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS; OR (iii) THAT ANY ERRORS IN THE Website WILL BE CORRECTED. G3 MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE. ANY RELIANCE UPON ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE WEBSITE IS AT YOUR SOLE RISK. NEITHER G3 NOR ITS AFFILIATES SHALL HAVE ANY LIABILITY ARISING FROM YOUR RELIANCE UPON THE INFORMATION PROVIDED ON THE WEBSITE. ANY INFORMATION POSTED BY USERS OF THE WEBSITE REFLECTS THE VIEWS OF THE INDIVIDUAL USERS OR INSTRUCTORS AND DO NOT NECESSARILY REFLECT THE VIEWS OF G3 Learning OR ANY OF ITS AFFILIATES.
15. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL G3 Learning, ITS PARENTS, AFFILIATES, SUBSIDIARIES, LICENSORS AND ASSIGNS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS AND DIRECTORS (COLLECTIVELY, THE “RELEASED PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE 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 G3 Learning Services, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS Agreement, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF G3 Learning OR ANY SUPPLIER, AND EVEN IF G3 Learning OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (“Released Matters”). TO THE EXTENT THAT, DESPITE THIS RELEASE, ANY LIABILITY MAY BE IMPOSED ON THE RELEASED PARTIES, THEIR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE TOTAL FEES PAID BY YOU TO G3 Learning IN THE THREE MONTHS PRIOR TO THE EVENT CAUSING LIABILITY. YOU ACKNOWLEDGE THAT YOU MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH YOU NOW KNOW OR BELIEVE TO BE TRUE. NEVERTHELESS, YOU INTEND TO RELEASE FULLY, FINALLY AND FOREVER ALL Released Matters. YOU AGREE THAT THE RELEASES SET FORTH HEREIN WILL REMAIN IN EFFECT NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELEVANT HERETO.
16. INDEMNIFICATION. YOU AGREE TO INDEMNIFY AND HOLD G3 Learning AND ITS PARENT COMPANIES, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING ATTORNEYS’ FEES AND COSTS INCURRED IN CONNECTION WITH ANY SUCH CLAIM OR DEMAND, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE WEBSITE, YOUR VIOLATION OF THIS AGREEMENT OR ANY REPRESENTATION OR WARRANTY BY YOU, ANY MISREPRESENTATION BY YOU, OR THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OR ANY OTHER LEGALLY PROTECTED RIGHT OF ANY PERSON OR ENTITY BY YOU OR ANY OTHER USER OF YOUR ACCOUNT CREDENTIALS. YOU WILL COOPERATE AS REASONABLY REQUIRED IN THE RELEASED PARTIES’ DEFENSE OF ANY CLAIM. THE RELEASED PARTIES RESERVE THE RIGHT, AT THEIR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND IN ANY EVENT YOU MAY NOT SETTLE ANY SUCH MATTER WITHOUT THE WRITTEN CONSENT OF G3 Learning.
17. Exclusive Remedy. Your sole right and exclusive remedy for breach of this Agreement by G3 Learning if you are dissatisfied for any reason with the G3 Learning Services is to terminate this Agreement as provided in this Agreement.
18. Term and Termination. The term of this Agreement shall commence upon your enrollment in a NewbornCourse program. You may enroll in a NewbornCourse program through the G3 Learning Website or by contacting G3 Learning by phone.
Subscriptions shall continue for the length of time established by the original subscription, unless earlier terminated as provided in this Agreement. After completion of the subscription term, this Agreement shall automatically renew for the same duration as the original subscription period unless written notice of the intent not to renew this Agreement is tendered by either party no more than two (2) business days after renewal of this Agreement. Renewals automatically extend subscriptions from the subscription end date for a full term regardless of whether the renewal is purchased prior to the anniversary date or during any applicable grace period following the anniversary date. Subscription renewals will be at the current full subscription price at the time of renewal. No discounts, rebates or other special offers are applicable to automatically-renewed subscriptions. G3 Learning may increase subsequent subscription rates at any time to take effect on future renewal dates provided subscriber is notified thirty (30) calendar days prior to the subscription rate increase. Renewal subscriptions will be charged to the credit card submitted for payment at time of initial subscription. Customer must notify G3 Learning of any changes to credit card information and G3 Learning may terminate or suspend the subscription if G3 Learning is unable to renew the subscription based on inaccurate or outdated credit card information. Subscriber and renewal fees are non-refundable, and pro-rated fees or credits will not be issued upon cancellation of subscription by subscriber. Subscriber may terminate this Agreement upon G3 Learning’s failure to cure an ongoing, material breach of this Agreement within thirty (30) days after giving G3 Learning written notice of such material breach. G3 Learning may at any time, and without advance notice, modify or restrict your use of the G3 Learning Services, or terminate this Agreement if G3 Learning determines, in its sole discretion, that your use of the G3 Learning Services: (i) violates G3 Learning’s terms and conditions; (ii) violates any laws, regulations, court orders or other governmental request or order which requires immediate action; (iii) violates any intellectual property rights of G3 Learning or a third party; (iv) violates any export or import regulations; (v) is disruptive or causes a malfunction of the G3 Learning Services; (vi) may expose G3 Learning to potential legal liability; or (vii) if you fail to timely pay any amounts required under this Agreement.
19. Rights and Duties Upon Termination. Upon termination of this Agreement, all of your rights to the G3 Learning Services terminate immediately and you must remove any G3 Learning Services or materials from your computer immediately. You remain liable for the full charge(s) for all unexpired term(s). If this Agreement is terminated for any reason, you agree not to re-register for, or otherwise access, the G3 Learning Services without G3 Learning’s prior written approval. G3 Learning may delete any data files associated with your use of the G3 Learning Services upon termination of this Agreement.
20. Use of Free Tutorials. If you elect to use the G3 Learning Services as a guest by using one or more of the free tutorials offered from time to time on G3 Learning’s Website, all of the terms and conditions of this Agreement will be applicable to such use, excluding however, any terms related to payment therefor.
21. Non-United States Residents. G3 Learning operates the Website in the United States. G3 Learning makes no representation that the Website is appropriate or available for use in locations other than the United States. If you access the Website from locations outside of the United States you do so on your own initiative and at your own risk, and you are solely responsible for compliance with local laws, rules, and regulations, if and to the extent applicable. You may not access the Website from any country or territory where the content of the Website or the provision of the services through the Website is illegal. You may not use or export any of the materials constituting or available through the Website in violation of United States export laws and regulations.
22. Refusal or Discontinuance of Service. You understand and agree that G3 Learning may, in its sole discretion and at any time, for any reason, terminate your password, account or use of the Website, or prohibit you from accessing the Website, in whole or in part. You understand and agree that G3 Learning may take any one or more of these actions without prior notice to you. Should G3 Learning take any of these actions, it may, in its sole discretion, immediately deactivate and/or delete any or all information about and concerning your account. Any violation of the terms and conditions in this Agreement may result in restrictions on your access to all or part of the Website, and may be referred to law enforcement authorities.
23. Choice of Law, Venue and Jurisdiction. This Agreement is entered into in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York, exclusive of its choice of law rules. Each party to this Agreement submits to the exclusive jurisdiction and venue of the state and federal courts in the County of New York in the State of New York, and waives any jurisdictional, venue or inconvenient forum objections to such courts. In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys’ fees.
24. No Waiver. No modification or amendment to, nor waiver of, any part of this Agreement shall be of any force or effect unless made in writing and signed by a duly authorized officer of G3 Learning, or issued by G3 Learning as provided in Paragraph 7 above.
25. Severability. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions will remain in force.
26. General Terms. Your rights and obligations under this Agreement may not be assigned or transferred without the express written permission of G3 Learning and any assignment or transfer in violation of this provision shall be null and void. If any provision of this Agreement is determined to be invalid, all other provisions will remain in force.
Notice or other communication between you, and G3 Learning may be given by conventional first-class mail or an overnight delivery service, such as FedEx or UPS that provides proof of delivery. Notices sent by first-class mail are effective on the fifth day after mailing. Notices sent by overnight delivery service are effective the next business day after they are sent.
Communications made through the Website’s email, messaging or chat system shall in no way be deemed to constitute legal notice to or service of process on G3 Learning or any of its officers, employees, agents or representatives, including but not limited to any notice required by contract or by any federal, state or local laws, rules or regulations.
YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS SET FORTH IN THIS Agreement. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST PROMPTLY EXIT THIS PAGE WITHOUT ACCESSING OR USING ANY OF THE G3 Learning Services.
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