THIS IS A CONTRACT, PLEASE READ IT CAREFULLY. BY USING THE WIN SERVICES, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS HEREIN. IF YOU ARE ACCEPTING THESE TERMS AND CONDITIONS ON BEHALF OF ANOTHER PERSON, COMPANY OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND THAT PERSON, COMPANY, OR ENTITY. IF YOU DO NOT AGREE TO THE TERMS, YOU ARE NOT PERMITTED TO ACCESS OR USE THE SERVICES.

These Terms and Conditions (hereinafter “Terms”) applies to all WIN Services that are owned, operated, licensed, provided, or otherwise made available by WIN to Authorized Users. All rights, title and interests in and to the Services, including all related intellectual property, is owned by WIN and/or its licensors. The Services are being provided solely for use by the Licensee and Licensee’s Authorized Users according to the Terms and, if applicable, those other agreements between WIN and Licensee. Any use, reproduction, modification or distribution of the Services not expressly authorized by the Terms is expressly prohibited.  

In addition to the other defined terms in the Terms:  

“Authorized User” means an individual authorized by Licensee to access the Services solely under the Terms and any other agreement between WIN and Licensee.  

“Licensee” means that individual or entity which is an authorized licensee of WIN Services pursuant to the Terms and any other written agreement with WIN.  

“Services” means the provision by WIN of products, services, applications, systems, and websites.  

“Update” is defined as a Service correction, fix, minor enhancement, modification or patch to the initially delivered version of the Services.  

“Upgrade” is defined as a new version of the Services which includes new or significantly increased functionality and for which WIN charges a new license fee.

“You” or “Your” means the Licensee or Authorized User who accepts this agreement as provided below.

“WIN” means Worldwide Interactive Network, Inc. d/b/a WIN Learning and its subsidiaries, successors and assigns. WIN may also be referred to as “our”, “we”, or “us”.

1. Grant of a Limited Use License. By using the WIN Services, you are accepting and agreeing to the Terms, and WIN hereby grants You a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to access and use the Services solely as described in Section 2 below. This license only permits You to use the Services (either locally or remotely, as applicable) for Your authorized use, in accordance with the Terms at all times.  

2. Terms of Use. Use of the Services shall be limited to Licensee and Licensee’s Authorized Users pursuant to the terms, conditions and limitations of the Terms and any other agreement between WIN and Licensee. Unless otherwise provided in a separate agreement between WIN and Licensee, the term of this License provided in the Terms may be terminated by WIN at any time.  

3. Ownership. All title, ownership rights, interests, and intellectual property rights in and to the Services (including, without limitation, all intellectual property related thereto) are owned or licensed by WIN. Intellectual property relating to the Services (including, without limitation, all patent, trademark, copyright, and moral rights related thereto) is protected by laws of the United States, international treaties and conventions, and other laws. The Services may contain materials licensed by third parties, and the licensors of those materials may enforce their rights in the event of any violation of the Terms. You agree not to, in whole or in part, copy, reproduce, translate, reverse engineer, derive source code from, modify, disassemble, decompile, or create derivative works based on the Service, remove any proprietary notices or labels on the Services, or access the Services for the purpose of creating a product or service competitive with WIN Services. Failure to comply with the restrictions and limitations contained in this Section 3 shall result in the immediate, automatic termination of the license granted hereunder and may subject You to civil and/or criminal liability.  

4. Prohibited Use and Transfer. You may not rent, lease, sublicense or transfer the Services or Your access to it. You may not transfer individual user access codes or keys issued to You by WIN or grant other third parties access to use the Services. You may not assign or otherwise transfer the Terms. For WIN Services which are controlled by the means of user access codes, only one individual person is permitted to access or use the Services for each unique user access code issued to You by WIN or its Licensees. Incidences of multiple person accesses with one unique user access code are not allowed and are a violation of the Terms. Such violation will result in termination of the Terms and Your right to use the Services.  

5. Charges and License Fees. The amounts payable for the Services, if any, shall be set forth in a separate agreement between WIN and Licensee. WIN does not give credits or refunds for charges already due or paid. If You wish to increase the level of use, notify WIN and pay any applicable charges. If any authority imposes a duty, tax, levy or fee, excluding those based on WIN’s net income, upon the Services, then Licensee agrees to pay the amount specified or supply exemption documentation. You are responsible for any personal property taxes for the Services from the date that You acquire it.  

6. Disclaimers of Warranty and Limitation of Liability.  The Services are being delivered or made available to You “AS IS” and WIN makes no warranty as to its use or performance. WIN AND ITS SUPPLIERS MAKE NO WARRANTY WHATSOEVER, AS TO THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WIN AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, AS TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR ACCURACY OF DATA. IN NO EVENT WILL WIN OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING LOSS OF, OR DAMAGE TO, DATA, ANY LOST PROFITS OR LOST SAVINGS, EVEN IF LICENSEES OR AUTHORIZED USERS  HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.  

7. Governing Law and General Provisions. The Terms will be governed by the laws of the State of Tennessee, U.S.A., excluding the application of its conflicts of law rules. Any dispute relating to the Terms shall be decided in state or United States federal court located in Knoxville, Tennessee, U.S.A., and You hereby agree to submit to the personal and exclusive jurisdiction of such courts. The Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of the Terms is found void and unenforceable, the balance of the Terms shall remain valid and enforceable according to its terms. You agree that the Services 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. The Terms shall automatically terminate upon failure by You to comply with its terms. The Terms may only be modified in writing, signed by an authorized officer of WIN.

8. Notice to U.S. Federal Government End Users.  The Services and related documentation qualify as “commercial items,” as that term is defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clauses to the contrary in any agreement into which the Terms may be incorporated, the government end user will acquire the Services and related documentation with only those rights set forth in the Terms. Use of either the Services or related documentation or both constitutes agreement by the government that the Services and related documentation are “commercial computer software” and “commercial computer software documentation,” and constitutes acceptance of the rights and restrictions herein.  

9. Other Licensed Software.  The WIN medium upon or by which You receive or access the Services may contain other third party software defined as software which is non-WIN and non-WIN Supplier product software (e.g. other copyright and/or licensed software, General Public License software, “freeware,” etc.). For other third party software, You acknowledge and agree: (1) Your access, receipt, installing, copying and/or use of the other third party copyright and/or licensed software or “freeware” shall be governed solely by the terms and conditions of the other third party software license and/or copyright notices which accompany or are included with the other software; (2) the other third party software license and/or copyright notice and use terms shall not apply to the WIN Services; (3) WIN makes no representations or warranties concerning the function or operation of the other third party software; (4) WIN shall in no way be liable for the function, operation, non-operation or results occurring as a result of Your use of the other third party software; and (5) the WIN Services shall be governed solely by the Terms and applicable WIN copyright(s) and notices.
   
   

For future reference, You may obtain a copy of the Terms by going to www.winlearning.com/terms-conditions.

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WIN Learning, Inc.,

1000 Waterford Place

Kingston, TN 37763

USA

WIN is a registered trademark of Worldwide Interactive Network, Inc.