Strategic IP Licensing, Inc. & its’ affiliates ("SIPL")
END USER LICENSE AGREEMENT
This End User License Agreement (“Agreement” or “EULA”) governs your use of the software products, hardware products and documentation delivered to you by SIPL, which may include computer software, associated media and content, hardware, printed materials and online or electronic documentation (collectively, the "Software").
By accepting the terms of the Agreement, you agree that you will not allow SIPL’s eLearning programs and any of the materials in the learning experience provided by SIPL, or any other related materials in the Software, or SIPL Product to be “trained” by an AI chat bot.
BY CLICKING “I ACCEPT” OR BY USING OR INSTALLING THE SIPL ELEARNING COURSES AND/OR SkillGRID® SOFTWARE, AND/OR THE DOCUMENT DISTRIBUTION SOFTWARE (ALSO CALLED SYNAPSE OR VEIDS) (“Software”), YOU REPRESENT THAT YOU HAVE CAREFULLY READ AND EXPRESSLY ACCEPT ALL TERMS AND CONDITIONS CONTAINED IN THIS END USER LICENSE AGREEMENT (“Agreement”) OR IN ANY OTHER DOCUMENT REFERENCED HEREIN INCLUDING BUT NOT LIMITED TO THE APPLICABLE LICENSE KEY LETTER(S) WHICH IS INCORPORATED HEREIN BY REFERENCE, AND ARE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SOFTWARE. SIPL RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CHANGE, MODIFY OR OTHERWISE ALTER THIS AGREEMENT AT ANY TIME. ALL SUCH CHANGES, MODIFICATIONS OR ALTERATIONS SHALL BE EFFECTIVE UPON THEIR POSTING AT https://www.skillstick.com/skillgrid/data/templates/eula.php. PLEASE REVIEW THE AGREEMENT PERIODICALLY TO REVIEW THE TERMS OF YOUR CONTINUED USE OF THE SOFTWARE. YOUR CONTINUED USE OF THE SOFTWARE AFTER SUCH POSTING MEANS YOU ACCEPT THE MODIFICATIONS.
Notice to User
Please note that if you intend to use the SIPL SkillSTICK® device within corporate network infrastructures, firewall and other enterprise security measures, you may first need to obtain permissions from your I.T. department. Should these measures be found to impact use of the SkillSTICK® device within your company's technical environment, please email us at support@petroed.com.
GRANT OF LICENSE.SIPL grants you a personal, nonexclusive and limited license to access and use the Software solely in accordance with the terms and conditions of this Agreement and solely for your internal business purposes and solely for the purpose of viewing the eLearning training courses and/or documents that are part of or distributed by the Software and recording and viewing data about your completion of such eLearning training courses and/or documents. The Software is licensed, not sold, to you. INSTALLATION AND USE.You agree to load and use the Software only on a single computer or at a single location, for use only by you. You may install and use the Software only in the configuration and for the number of licenses acquired by or for you. For example, if you are licensed to use a course that has a usage allocation of two hours, then the course will expire after you have exhausted this limit, even if you have not completed the course. THIS TIME ALLOCATION IS CUMULATIVE. You can log into the course as many times as you like as long as the cumulative time in the module is equal to or less than the allocated limit. Should you have any questions regarding this policy, please do not hesitate to contact us at support@petroed.com. In order to exercise your rights to the Software under this License Agreement you must activate your copy of the Software in the manner described during the launch sequence. SIPL may control the number and type of licenses and the use of the Software by license key codes ("License Key"). OWNERSHIP.SIPL and/or its suppliers retain all right, title and interest in and to the Software and any accompanying documentation, and all copies thereof, regardless of the form or media in or on which the original or other copies may subsequently exist. You neither own nor hereby acquire any claim or right of ownership to the Software or to any related patents, copyrights, trademarks, trade secrets or other intellectual property. SIPL and its suppliers reserve all rights not expressly granted to you. SIPL's suppliers are intended third party beneficiaries of this Agreement and have the express right to rely upon and directly enforce the terms set forth herein. RESTRICTIONS.Except as expressly permitted by this Agreement, you may not: (a) lease, loan, resell, assign, sublicense, or otherwise distribute the Software or any of the rights granted by this Agreement without the express written permission of SIPL; (b) use the Software to provide or operate Application Service Provider (ASP), service bureau, marketing, training, outsourcing services, or consulting services, or any other commercial service related to the Software or to develop training materials; (c) modify (even for purposes of error correction), adapt, or translate the Software or create derivative works therefrom, except as necessary to configure the Software using the menus, options and tools provided for such purposes and contained in the Software; (d) in any way reverse engineer, disassemble or decompile the Software or the data file formats (including reverse compiling to ensure interoperability) or any portion thereof except to the extent and for the express purposes authorized by applicable law notwithstanding this limitation; (e) use the Software to develop a product which is competitive with any SIPL product offerings; (f) use unauthorized License Key(s) or distribute or publish License Key(s); (g) disclose any Software benchmark results to any third party without SIPL's prior written approval, or (h) permit third party access to, or use of the Software except as expressly permitted herein. By using the Software, you warrant to SIPL that you will not use the Software or any of the content, information or materials obtained from or accessed through the Software, for any purpose that is unlawful, in violation of any third party’s intellectual property or other legal rights or otherwise prohibited by this Agreement. SIPL does not grant any license or other authorization to you or any other third party of its trademarks, service marks, copyrightable material or other intellectual property, by including them in or on the Software. You agree that you are not permitted to, and shall not, resell or transfer your right to use or access the Software. If you violate any terms of this Agreement, your permission to use the Software automatically terminates. DISCLAIMER OF WARRANTIES.Your use of the Software, including any underlying software, content, information or materials therein, is entirely at your own risk. THE SOFTWARE IS PROVIDED "AS IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIPL, ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, AND SUPPLIERS DISCLAIM ALL GUARANTEES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING THE SOFTWARE, RELATED CONTENT, INFORMATION AND MATERIALS ACCESSIBLE ON OR THROUGH THE SOFTWARE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY (I) OF MERCHANTABILITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, (III) OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (IV) TITLE, OR (V) AGAINST HIDDEN DEFECTS. SIPL AND ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, AND SUPPLIERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR QUALITY OF ANY CONTENT, INFORMATION OR MATERIALS AVAILABLE ON OR THROUGH THE SOFTWARE, REGARDLESS OF WHO ORIGINATES THAT CONTENT. SIPL DOES NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION OR ERRORS. SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU ACKNOWLEDGE THAT IN ENTERING INTO THIS AGREEMENT, YOU HAVE RELIED UPON YOUR OWN EXPERIENCE, SKILL AND JUDGEMENT TO EVALUATE THE SOFTWARE AND THAT YOU HAVE SATISFIED YOURSELF AS TO THE SUITABILITY OF THE SOFTWARE TO MEET YOUR REQUIREMENTS. MINIMUM SYSTEM REQUIREMENTS.To access the Software, your computer must meet the minimum system requirements, the most recent version of which can be found at https://www.petroed.com/support/. The foregoing notwithstanding, SIPL makes no guarantee that the Software will run on a computer meeting the minimum system requirements. LIMITATION OF LIABILITY.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SIPL OR ITS AFFILIATES OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR FOR DAMAGES RELATING TO TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, OR THE LIKE, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS OR REVENUES, LOSS OR INACCURANCY OF ANY DATA, OR COST OF SUBSTITUTE GOODS, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND EVEN IF SIPL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SIPL AND ITS AFFILIATES AND SUPPLIERS' AGGREGATE LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO $100. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING ALLOCATION OF RISK IS REFLECTED IN THE FEES CHARGED UNDER THIS LICENSE AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CERTAIN CIRCUMSTANCES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU IN SUCH CIRCUMSTANCES.SIPL has no liability whatsoever for any damages of any kind to your computers or equipment, nor for any disruptions, delays, mis-deliveries in service or other adverse effects of any nature upon you or your business, that arise directly or indirectly, or in whole or in part, from your use of the Software. You hereby release SIPL and its affiliated entities and suppliers, and its and their officers, directors, managers, members, employees, sub-contractors and agents, from any and all claims, demands and damages of any type or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with your use of the Software. - FEEDBACK.
If you provide comments or feedback regarding the Software, including usability, bug reports and test results ("Feedback") to SIPL, you hereby grant SIPL the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights:
to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any SIPL product, technology, service, specification or other documentation (individually and collectively, "SIPL Products"); to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any SIPL Product; solely with respect to Licensee's copyright and trade secret rights, to sub-license to third parties the foregoing rights, including the right to sub-license to further third parties; to sub-license to third parties any claims of any patents owned or licensable by Licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the feedback or portion thereof incorporated into a SIPL Product, technology or service.
Further, you warrant that your Feedback is not subject to any license terms that would purport to require SIPL to comply with any additional obligations with respect to any SIPL Products that incorporate any Feedback.
SIPL handles your personal information in accordance with its privacy policy, which is amended from time to time and is available at www.petroed.com. Personal information hosted by the Software includes: (i) information delivered to SIPL by or on behalf of you at the time of purchase of the license to the Software; (ii) information input by you into the 'Profile' section of the Software; (iii) training records or documents related to you uploaded to the product software; and (iv) e-Learning course registration and progress data related to you. It is your responsibility to hold and keep safe the any hardware in your control to protect your personal information. Except as a result of our gross negligence, you are entirely responsible for any loss or theft of your data, and you hereby release and hold harmless SIPL and all of its affiliated entities and suppliers from any and all claims, demands, and damages of any type or nature arising out of or in any way connected with the collection and use of your personal information pursuant to this Agreement.
TERM.The term of this Agreement shall be twelve months from the date of first use of the Software, unless earlier terminated as provided herein or extended by way of any agreement between your employer and SIPL or as otherwise extended in SIPL’s discretion. TERMINATION.This Agreement (and your right to access and use the Software) may be immediately terminated by SIPL if you fail to comply with any of the terms and conditions set forth in this Agreement. Upon any termination of this Agreement, you agree to immediately cease all access and use of the Software, including the use and distribution of any custom applications incorporating the Software, and you acknowledge that the Software existing on your hardware may be disabled. You agree to defend, indemnify and hold SIPL and its affiliates and suppliers, and each of their officers, directors, employees, agents, attorneys and other representatives harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Software or your violation of this Agreement. GENERAL.If any provision of this Agreement is ruled invalid or unenforceable under applicable law, such invalidity or unenforceability shall not affect the validity of the remaining portions of this Agreement and the invalid or unenforceable provision shall be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, or if no such modification or interpretation is possible, then such invalid or unenforceable provision shall be deleted. This Agreement constitutes the entire agreement between you and SIPL, and supersedes any prior agreement, whether written or oral, relating to the subject matter of this Agreement; provided that this Agreement shall not modify the terms of any agreement between SIPL and your employer or any other company through which your license to the Software may be obtained. The affiliates, licensors, third-party content or service providers, distributors and suppliers of SIPL are not authorized to make modifications to the Agreement, or to make any additional representations, commitments or warranties binding on SIPL, and you agree not to seek to obtain any such modifications, representations, commitments or warranties from any such entities. Any waiver of the terms of this Agreement by SIPL must be in a writing signed by an authorized representative of SIPL and expressly referencing the applicable provision of the Agreement that is waived. Headings are used for convenience only, and shall not be considered in interpreting this Agreement. Should you have questions concerning this Agreement, please contact SIPL at:
Strategic IP Licensing, Inc.
2503 Robinhood Street, Suite 200
Houston, TX 77005
(713)461-5200
support@petroed.com
U.S. GOVERNMENT RESTRICTED RIGHTS.The Software is provided with restricted rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as applicable. EXPORT CONTROLS.You acknowledge that the Software is of U.S. origin. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. GOVERNING LAW.This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, USA, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated in Houston, Texas. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts. ORDER TERMS.Purchase orders conforming to SIPL purchase order requirements may be accepted from qualified companies. All pre-printed terms of any purchase order not approved in writing by SIPL shall have no effect. Payment terms are as set forth on the applicable invoice, Ex-Works Houston, Texas. SIPL specifically disclaims price guarantees of any kind. You are responsible for payment of all applicable sales, use, consumption, VAT, GST, and other taxes and all applicable export and import fees, custom duties and similar charges, excluding taxes based on SIPL net income. CONFIDENTIALITY.You agree that, unless otherwise specifically provided herein or agreed by SIPL in writing, the Software (including but not limited to its design, organization, data, structure of individual programs, processes, user interfaces, logins, passwords, performance specifications, code, content, subject-matter and related documentation) as well as the terms of this Agreement provided to you by SIPL constitute confidential and proprietary information of SIPL. You agree not to transfer, copy, disclose, provide or otherwise make available such information in any form to any third party without the prior written consent of SIPL. You agree to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, shall use best efforts to maintain the security of the Software provided to you by SIPL. You will use your best efforts to cooperate with and assist SIPL in identifying and preventing any unauthorized use, copying, or disclosure of the Software, or any portion thereof. OTHER PROVISIONS.
You represent that you are direct-hire employee of the company entered into our form and associated with the email address provided. Images that are part of the Software may not be used as a component in public eLearning material or in conjunction with any public training forum. Such images may only be used in technical presentations within the company entered on our form. What qualifies as "eLearning material" and as a "public training forum" is at the sole discretion of SIPL.
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