SUBSCRIBER AGREEMENT

EXPERT TECHNICAL TRAINING, LLC (“ETT”) welcomes you to the subscriber area of WWW.EXPERT-TECHNICAL.COM (the “Website”). 

DEFINITIONS

The following terms shall have the meanings set forth below, unless otherwise indicated:

(a)        “Licensed User(s)” means the Subscriber or the individuals designated by the Subscriber, to whom the Services are licensed, as set forth on the Subscription Application.  Each Licensed User must agree to be bound by the terms of this Subscriber Agreement.

(b)        “Portal” means subscriber area of the Website, which includes an online gateway hosted by ETT and through which Licensed User(s) access the Services in accordance with password permissions designated by the Subscriber and/or the Licensed User(s).

(c)        “Services” means the proprietary video, audio, or written educational materials, testing or evaluation applications, communication applications, or related applications, material(s) or product(s) made available by ETT to the Licensed User(s) for use on the Portal, in whatever form.

(d)        “Subscriber” means the subscriber of the Services, as set forth in the Subscription Application.

(e)        “Subscriber Agreement” means this agreement.

(f)         “Subscriber Content” means trademarks, logos, information, and other materials provided by Subscriber or Licensed User(s) for use on the Portal.

(g)        “Subscription Application” means the most recent document listing the Services licensed under this Subscriber Agreement. Each Subscription Application shall be incorporated by reference in its entirety into this Subscriber Agreement.

(h)        “User Documentation” means user manuals or instructions and other user documents normally provided by ETT to its Subscribers, whether in printed or electronic form.

ACCEPTANCE OF TERMS

By downloading, installing, or using the materials available on the Portal, accessing, or using any services available on the Portal, or accessing or using any of the content available within the Portal, you agree to be bound by the following: (1) the Website Terms of Use Agreement [INSERT LINK TO GENERAL TERMS] (the "General Terms"); (2) the terms found on our Legal Notices [INSERT LINK TO LEGAL NOTICES PAGE] page (the "Legal Notices"); and (3) the additional terms and conditions set forth in this Subscriber Agreement.  Before you continue, you should read each of these three documents, as together they form a binding agreement between you and ETT regarding your use of the Services and the Portal. Collectively, the General Terms, the Legal Notices, and the Subscriber Agreement are referred to as the "Terms".  If you do not wish to be bound by the Terms, please do not use the Portal or the Services.

LICENSE GRANT

(a) Upon ETT’s acceptance of each Subscription Application by providing the Subscriber and each Licensed User with login and password credentials for the Portal, ETT grants to Subscriber and each Licensed User a non-exclusive, non-transferable, personal license to use the Services and Portal solely under the terms of this Subscriber Agreement. The Services and Portal may be used only by the Subscriber and Licensed Users, for the term set forth on the Subscription Application.

Subscriber and each Licensed User shall implement technical or procedural methods to prevent use of the Services or Portal other than as explicitly authorized under this Subscriber Agreement.

The Services and Portal may be used only by Subscriber or a Licensed User for the benefit of Subscriber and for Subscriber’s own internal operations.  Subscriber shall ensure that each person authorized to use the Services and Portal under the terms of this Subscriber Agreement is informed of and agrees to conform to the obligations of the Subscriber hereunder. Subscriber and each Licensed User may not use the Services or Portal to offer similar services or information to third parties, including but not limited to public rebroadcast of any materials obtained through the Portal other than Subscriber Content, or for any third party commercial purpose or gain, unless (i) Subscriber executes, and pays the fees associated with an ETT license for third party use, or (ii) the use is otherwise authorized in writing by ETT.

(b) Subscriber may license the Services and Portal for additional Licensed Users or alternate Licensed Users by obtaining written authorization from ETT for such use and by paying the then-current fees, if any.

(c) In no event may the Services or Portal be used or transferred outside of the country boundaries in which Subscriber designates in the Subscription Application.

ADDITIONAL INCLUDED SERVICES

In addition to the License granted above, Subscription to the Services also includes the following:

(a)  Access to the User Documentation and other online materials and documentation to assist Subscriber and Licensed Users in the use of the Services.

(b) Subscriber and each Licensed User will have reasonable access to Help Desk support services in accordance with the Help Desk policies that are published online. Help Desk support services will consist of assistance with Portal and Website navigation, Services troubleshooting, and general inquiries.

TITLE, PROPRIETARY RIGHTS AND NON-DISCLOSURE

(a) Title and full ownership rights to the Services and Portal licensed under this Subscriber Agreement and all intellectual property rights therein including patent, copyright, trademark and trade secret rights shall remain with ETT or, where applicable, its third party providers.

(b) Subscriber and each Licensed User acknowledges and agrees that (i) the Services and Portal are the property of and contain trade secrets of ETT, and (ii) Subscriber and each Licensed User shall keep in confidence and protect the Services and Portal from disclosure to unauthorized parties, and restrict its use as provided in this Subscriber Agreement. Subscriber and each Licensed User acknowledges that unauthorized disclosure of the Services or Portal may cause irreparable harm and substantial economic loss to ETT or its third party providers. ETT reserves all rights granted to it under the copyright, patent and other intellectual property laws of the United States.

(c) To enable ETT to maintain the confidential nature of the Services to the maximum extent allowed by law, Subscriber and each Licensed User shall not sublicense, distribute, modify or create derivative works of, reverse assemble, reverse compile, or otherwise reverse engineer the Services, the Portal, or any portion thereof.

(d) Subscriber and each Licensed User shall not make or allow others to make copies or reproductions of the Services, Portal, or any portion thereof in any form.  

(e) Notwithstanding the above, Subscriber and each Licensed User shall not be liable to ETT for disclosure of information that is (i) now in or subsequently enters the public domain without breach of this Subscriber Agreement, (ii) known to Subscriber or Licensed User without any obligation of confidentiality prior to receipt from ETT, (iii) independently developed by Subscriber or Licensed User without breach of this Subscriber Agreement, (iv) disclosed by Subscriber or Licensed User with the prior written consent of ETT, or (v) rightfully received by Subscriber or Licensed User from a third party without breach of any agreement or confidentiality obligation.

TAXES

Subscriber shall make no deductions for taxes of any kind, including withholding taxes, from any payment to ETT under this Subscription Agreement.  Subscriber shall pay directly, and indemnify ETT against and repay ETT on demand for, any and all taxes, imposts, fees, or charges, such as, but not limited to, local, state, or federal sales, use, excise, personal property, value-added, excise, income, franchise, ad valorem, or stamp taxes; levies; customs duties; or import fees, together with any loss, liability, claim, costs or expenses, interest, or penalties incurred by ETT as a result of Subscriber’s failure to pay any such taxes when due. Taxes on the net income of ETT are ETT’s responsibility.

ASSIGNMENT AND TRANSFER

Subscriber and each Licensed User shall not assign or transfer the Subscriber Agreement, the use of the Services or the Portal, or its rights or obligations under this Subscriber Agreement without the prior written consent of ETT.

INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS

Subscriber and each Licensed User represents that Subscriber Content provided for Services or on the Portal are Subscriber’s and are original works of authorship and do not violate or infringe any copyright, trademark, trade name, patent, or other intellectual property right of a third party. Subscriber and each Licensed User agrees to hold harmless and defend Service from any and all claims or causes of actions arising from or related to the Subscriber Content provided by the Subscriber or any of its Licensed Users that violates or infringes a third party’s intellectual property rights.

LIMITED WARRANTIES AND REMEDIES

(a) ETT warrants and represents that (i) it has the authority to grant the license described in this Subscriber Agreement, (ii) at the time of delivery the Services and Portal will operate in substantial accordance with the User Documentation applicable to the Services and Portal, and (iii) any service provided by ETT under this Subscriber Agreement will be performed by qualified personnel.

(b) THE WARRANTIES GIVEN IN THIS SECTION ARE IN LIEU OF, AND ETT HEREBY DISCLAIMS, ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  SUBSCRIBER AND EACH LICESNED USER SPECIFICALLY ACKNOWLEGES AND AGREES THAT THE INFORMATION PROVIDED ON THIS WEBSITE WAS DEVELOPED FOR GENERAL EDUCATIONAL PURPOSES ONLY AND THAT THE SUBSCRIBER AND EACH LICENSED USER BEARS THE REPSONSIBILITY AND OBLIGATION TO ENSURE THAT THE PRACTICES OF THE SUBSCRIBER AND ANY LICENSED USERS CONFORM WITH ALL APPLICABLE LAWS, STATUTES, REGULATIONS AND OTHERWISE GOVERNING THEIR OPERATIONS AT THEIR LOCATION AND ALL MANUALS, INSTRUCTIONS, WARNINGS, AND OTHER MATERIALS REGARDING THE USE AND MAINTENANCE OF THEIR EQUIPMENT.

LIMITATION OF LIABILITY

(a) Except as provided in the Terms, the entire liability of ETT and Subscriber’s and each Licensed User’s exclusive remedy for damages from any cause related to or arising out of this Subscriber Agreement, regardless of the form of action, whether in contract, tort, or otherwise, will not exceed the FEES paid by Subscriber or Licensed User FOR THE SERVICES THAT ARE THE SUBJECT MATTER OF SUCH ACTION, pro-rated as of the date of the original Subscription Application.

(b) In no event will ETT be liable for (i) incidental, indirect, special, punitive, exemplary or consequential damages; (ii) loss of or damage to Subscriber’s or any Licensed User’s data from any cause, including without limitation loss of use, revenues, profits or savings, even if ETT knew or should have known of the possibility of such damages.  Except as provided above, in no event will ETT be liable for any claims, demands or actions, whether in contract, tort (INCLUDING NEGLIGENCE), or otherwise, against Subscriber or any Licensed User by any third party.

IN NO EVENT WILL ETT BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER PERSONAL INJURY OR PRODUCT RELATED.  THE ETT TRAINING MATERIALS ARE BELIEVED TO BE ACCURATE ACCORDING TO ETT'S BEST INTERPRETATION OF GENERALLY AVAILABE INFORMATION AND EXPERIENCES. IT IS THE USER'S REPSONSIBILITY TO USE OR NOT USE THE INFORMATION A S/HE SEES FIT.

DEFAULT

Either party may terminate the Subscriber Agreement if the other fails to cure a default within thirty (30) days of written notice. Notwithstanding the above, ETT may immediately terminate the Subscriber Agreement upon a default for a violation of ETT’s intellectual property rights. Failure to pay any delinquent amount shall cause all unpaid fees, and fees which would have become due under this Subscriber Agreement, to become immediately due and payable. Any terms of this Subscriber Agreement which by their nature extend beyond its termination shall remain in effect.

CONFIDENTIALITY

The terms and conditions of this Subscriber Agreement and all Subscription Applications incorporated herein, and any other information provided to Subscriber or Licensed User regarding the licensing and pricing of the Services shall not be disclosed to any third party without the prior written consent of ETT. In the event such disclosure may be required by law, Subscriber or Licensed User shall give ETT reasonable advance notice so that ETT may take appropriate action to prevent such disclosure, if necessary.

GOVERNING LAW

This Subscriber Agreement shall be interpreted and enforced in accordance with the laws of the State of Michigan. Enforcement of this Subscriber Agreement or any provision herein will be brought exclusively in the state or federal courts located in the Kent County, Michigan and the parties agree to submit to the jurisdiction thereof.

GENERAL

Failure or delay by either party in exercising any right or remedy will not constitute a waiver. In the event that any provision of this Subscriber Agreement shall be declared invalid, the entire Subscriber Agreement shall not fail on its account, and that provision shall be severed, with the balance of this Subscriber Agreement continuing in full force and effect. All Subscription Application(s) and written amendments are subject to written acceptance by ETT. Nothing in this Subscriber Agreement shall be construed to create a partnership, joint venture or agency relationship between ETT and Subscriber or any Licensed User. Certain portions of the Portal contain product security measures that may inactivate the Services or Portal (i) without the entry of a password or (ii) use of the Services or Portal in a manner other than as licensed under this Subscriber Agreement. ETT may separately provide professional services together with the Services including technical and consulting services, at ETT’s then-current rates on a timely basis subject to availability of qualified personnel.

ENTIRE AGREEMENT

HAVING READ THE ENTIRE AGREEMENT, SUBSCRIBER AND EACH LICENSED USER AGREES TO BE BOUND AND ABIDE BY ITS TERMS AND CONDITIONS. THIS AGREEMENT TOGETHER WITH OUR GENERAL TERMS, PRIVACY POLICY, AND LEGAL NOTICES CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE UNDERSTANDING BETWEEN THE PARTIES, AND SUPERCEDES ALL PRIOR OR CONCURRENT PROPOSALS AND OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SERVICES, WHETHER ORAL OR WRITTEN, AS WELL AS THE TERMS AND CONDITIONS OF ANY PRIOR, CONCURRENT OR SUBSEQUENT SUBSCRIPTION APPLICATION(S) PROVIDED BY SUBSCRIBER. THIS AGREEMENT SHALL SUPERCEDE ALL TERMS OF ANY UNSIGNED OR CLICKWRAP LICENSE INCLUDED IN ANY MEDIA OR ELECTRONIC VERSION OF THE SERVICES AND ANY SUCH SERVICES SHALL BE LICENSED UNDER THE TERMS OF THIS AGREEMENT. THIS AGREEMENT MAY ONLY BE ALTERED OR MODIFIED BY A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF EACH PARTY. IN THE EVENT OF A CONFLICT IN TERMS BETWEEN THIS AGREEMENT AND A SUBSCRIPTION APPLICATION, THE TERMS OF THE MOST RECENT SUBSCRIPTION APPLICATION FOR THE SERVICES SHALL CONTROL.