New Horizons Online ANYTIME is a browser based, web delivered online learning system. You will receive password protected access to all current and future New Horizons Online ANYTIME self paced tutorials and instructor-led classes, for the specific libraries and features noted under the “Libraries and Other Services” section below. You will also receive password-protected access to the Training Administration web site with limited ability to administer training to end-users via the New Horizons Online ANYTIME web site.
Customer acknowledges and agrees that it may not grant access to the services to any number of individuals in excess of the number of student IDs listed above, and that the student IDs are not transferable.
LICENSE GRANT AND RESTRICTIONS. NHCLC hereby grants CUSTOMER a non-exclusive, non-transferable, non-assignable license to use the Services for its internal purposes only, and not for a service bureau, facilities management, time-sharing arrangement or other similar arrangement, subject to the terms and conditions set forth in this Agreement. The Services may be used only in connection with the training of authorized CUSTOMER employees who have received a valid student ID (“Authorized End-Users”), as specified in the Specific Terms. Any information, data or files relating to Services that may reside in standard World Wide Web browser cache as the result of an Authorized End-User receiving the Services may not be used for any purpose other than for training of such person. CUSTOMER shall not: (a) modify, adapt, translate, decompile, disassemble, reverse engineer any software provided in connection with the Services (the “Software”) or otherwise attempt to discover the source code of the Software; (b) rent, lease, assign, resell, distribute or sublicense the Services or the Software to any third party; (c) grant or permit access to the Services by any third party or any CUSTOMER employee other than an Authorized End-User; (d) use the Software for purposes other than for the administration and delivery of the Services to Authorized End-Users; (e) permit any NHCLC training tutorials or any other text, multimedia images (graphics, audio and video), data and other information provided by NHCLC in connection with the Services (collectively, the “Licensed Materials”) to be downloaded for use other than in conjunction with the Services; (f) permit the Licensed Materials to be used other than by Authorized End-Users who have been activated under CUSTOMER’s valid Company ID; or (g) permit the sharing of Student IDs by multiple end-users except in the case of termination of employment, in which case a Student ID and any active subscriptions associated with that Student ID may be reassigned to another employee after notice to NHCLC.
PROPRIETARY RIGHTS. NHCLC has all necessary rights and licenses to grant the rights to the Services as set out herein. Except as expressly stated above, NHCLC does not grant CUSTOMER any intellectual property rights in the Licensed Materials, the Software or the Services.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.
4.1 THE SERVICES, THE SOFTWARE AND THE LICENSED MATERIALS ARE PROVIDED TO CUSTOMER "AS IS" WITHOUT WARRANTY OF ANY KIND. NHCLC AND ITS THIRD PARTY CONTENT SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, NHCLC DOES NOT WARRANT THAT ANY ONLINE OR NETWORK ACCESS TO THE SERVICES WILL BE TIMELY OR UNINTERRUPTED. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICES, THE SOFTWARE, THE LICENSED MATERIALS, THE NEW HORIZONS ONLINE ANYTIME WEB SITE AND THE TRAINING ADMINISTRATION WEB SITE, IS ASSUMED BY CUSTOMER. NHCLC shall have no liability for damages or delays due to events or causes beyond its control.
4.2 IN NO EVENT WILL NHCLC OR ANY OF ITS THIRD PARTY CONTENT SUPPLIERS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPECIFICALLY, NONE OF NHCLC OR ANY OF ITS THIRD PARTY CONTENT SUPPLIERS ARE RESPONSIBLE FOR ANY COSTS INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, LOSS OF DATA, THE COSTS OF RECOVERING SOFTWARE OR DATA, THE COST OF SUBSTITUTE SOFTWARE OR DATA, CLAIMS BY THIRD PARTIES, OR FOR OTHER SIMILAR COSTS. IN NO EVENT SHALL THE LIABILITY OF NHCLC OR ANY OF ITS THIRD PARTY SUPPLIERS EXCEED THE AMOUNT OF THE FEEs PAID HEREUNDER.
4.3 Notwithstanding the ABOVE, IF any third party brings any action or suit against customer claiming that NHCLC had no right to grant the rights set out in this agreement then NHCLC will seek indemnification for customer in ACCORDANCE WITH its indemnification rights against its third party suppliers and vendors.
TERMINATION. Either party may terminate this Agreement upon notice for material breach, if such breach is not cured within thirty (30) days of receipt of said notice. Upon termination, CUSTOMER shall immediately cease all use of the Services (including the Licensed Materials and the Software) and delete any Licensed Materials or Software in its possession. Cancellation and refund policies shall be applied in accordance with local state laws.
GENERAL. Nothing in this Agreement constitutes a waiver of the rights of NHCLC or any of its third party suppliers under the U.S. Copyright Act or any other Federal or State law or international treaty. CUSTOMER shall be solely responsible for installation of Software, if any, management of user access to the Services and general usage of the Services. CUSTOMER agrees that the Software, if any, will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. CUSTOMER may not assign this Agreement without the prior written consent of NHCLC and its third party suppliers. This Agreement shall be governed by the laws of the State of California, without regard to conflicts of law. If any court of competent jurisdiction finds any provision of this Agreement to be unenforceable, the remaining provisions of this Agreement shall be unimpaired and the unenforceable provision shall be reformed without further action by the parties and only to the extent necessary to make such provision valid and enforceable and to achieve the like economic intent and effect of such provision.
SERVICE LEVEL AGREEMENT. CUSTOMER acknowledges and agrees that NHCLC has represented that, except for scheduled maintenance as posted on the NHCLC website from time to time, the Services will be available to CUSTOMER 24 x 7. If the Services are not available to CUSTOMER for any period longer than five (5) consecutive days within the Agreement term, then NHCLC shall extend the term of the Agreement by one month for no additional charge.