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End User License Agreement (EULA)

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License agreement

This License Agreement ("Agreement") is made between: you, as an individual (hereinafter referred to as "you" or "Licensee"), and Validation Training Institute, Inc., an Ohio corporation and federal tax-exempt entity ("VTI") and its successors and assigns (hereinafter referred to as "us" or "Licensor"). Capitalized words that aren't defined in this Agreement have the meanings provided in the most current version of our Privacy Policy ("Privacy Policy").

1.    LICENSE

1.1.        License. Licensor grants you a nonexclusive, non-transferable, limited, and revocable right and license to access and use Licensor's website (found at https://vfvalidation.org/) and other written files, electronic or on-line materials or documentation, and any and all copies of such software (the "Website") for your own personal, non-business use. This license is personal to you and may not be assigned or sublicensed to anyone else.

1.2.        Updates. This Agreement may be periodically updated and the current version will be posted on the Website. Your continued use of the Website constitutes your continued acceptance of the terms of any updated license agreement.

2.     RESTRICTIONS

2.1.        Prohibited Actions. Except as expressly permitted by Licensor in writing, you will not reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Website, nor will you take any measures to interfere with or damage the Website.

2.2.        Reservation of Rights. All rights not expressly granted by Licensor are reserved.

3.     REGISTRATION 

3.1.        Registration of Account. You may access certain general functions of the Website without registering for an account. To be provided more in-depth access to VTI's services, you must register an Account and become a member by providing a user name, password, valid email address and other requested information.  You must provide complete and accurate registration information to Licensor and notify us if your information changes.

3.2.        Security. You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You must not allow others to use your account. You must safeguard the confidentiality of your password. If you are using a computer that others have access to, you must log out of your account after using the Website. If you become aware of an unauthorized access to your account, you must change your password and notify us immediately.

4.     TERM; TERMINATION; ACCOUNT DELETION

4.1.        Term. This Agreement begins on the date you first use the Website (regardless of whether you create an account) and is in effect as long as you have an account and continue your use of the Website.

4.2.        Account Deletion. If you register an account, you may delete your account at any time. An account may be deleted by Licensor if it remains inactive (i.e., the user fails to log in) for a continuous period of at least twelve (12) months.

4.3.        Termination. Licensor may suspend, disable or delete your account and terminate this Agreement under any circumstance, by providing written notice to you.

4.4.        Termination for Breach. Licensor may suspend, disable, or delete your account (or any part thereof) or block or remove any content you submitted if Licensor determines that you have violated any provision of this Agreement. If Licensor deletes your account for the foregoing reasons, Licensor may block your email address and internet protocol address to prevent further registration.

4.5.        Effect of Termination and/or Account Deletion. Upon termination, all licenses granted by Licensor will terminate. Sections 5 through 9 of this Agreement shall survive termination. In the event of account deletion for any reason, content that you submitted may no longer be available. Licensor shall not be responsible for the loss of such content.

5.     RESTRICTION ON CONTENT

         Restrictions. You may not upload, post, or transmit any video, image, text, audio recording, or other work that:

5.1.1.     Infringes any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.);

5.1.2.     Violates any law;

5.1.3.     Is determined by Licensor, at its sole discretion, to be not suitable for its online community.

6.    OWNERSHIP OF CONTENT

         Copyright Information. All text, graphics, video, source code, and editorial content on the Website ("Content") are proprietary to Licensor. These materials are protected by U.S. copyright and may not be used, copied, transmitted, or reproduced in whole or in part without the express written consent of Licensor. Use of any of Licensor's Content (that is hyperlinked to or affiliated with the web site in any way) for any reason or purpose is strictly prohibited. Unauthorized use of the text, graphics, video, source code, and editorial content may violate trademark, copyright, civil and criminal statutes, and privacy and publicity laws.

         Licensor's logo and name are trademarks of Licensor. All other marks or trademarks used or referenced to on the Website are the property of their respective owners. Nothing contained on the Website should be construed as granting, by estoppel, implication, or otherwise, any license or right of use of any trademark displayed on the Website without the written permission of  Licensor or such third party owners.

7.    REPRESENTATIONS AND WARRANTIES. With respect to any text, graphics, video, source code, and editorial content that you upload to the Website or otherwise provide to Licensor ("User Content"),  you represent and warrant that: (i) you have the right to submit the User Content to Licensor; (ii) Licensor will not need to obtain licenses from any third party or pay royalties to any third party; (iii) the User Content does not infringe any third party's rights, including intellectual property rights and privacy rights; and (iv) the User Content complies with this Agreement and all applicable laws. Additionally, you hereby license to Licensor an irrevocable, fully-paid, worldwide license to use any User Content in conjunction with the Website or in any other manner (provided that such use comports with Licensor's privacy policy). 

8.     INDEMNIFICATION.You will indemnify, defend, and hold harmless Licensor and its affiliates, directors, officers, employees, and agents, from and against all third party actions, including claims brought against you by other users that: (i) arise from your activity and use of the Website; (ii) assert a violation by you of any term of this Agreement; or (iii) assert that any content you submitted to Licensor violates any law or infringes any third-party right, (including any intellectual property or privacy right).

9.     MODIFICATIONS; WARRANTIES

9.1.        Modifications. Licensor reserves the right to modify the Website. You are responsible for providing your own access (e.g., computer, mobile device, internet connection, etc.) to the Website. Licensor has no obligation to screen or monitor any content.

9.2.        Software Provided "As Is". Licensor provides the Website on an "as is" and "as available" basis. You therefore use the Website at your own risk.

9.3.        Disclaimer of Warranties. Licensor expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, except as otherwise set forth in the Privacy Policy, Licensor makes no representations or warranties of the following:

9.3.1.     That the Website will be permitted in your jurisdiction;

9.3.2.     That the Website will be uninterrupted or error-free;

9.3.3.     Concerning any User Content;

9.3.4.     Concerning any third party's use of User Content that you submit that is viewable by other users or the public;

9.3.5.     That any content you submit will be made available on the Website or will be stored by Licensor;

9.3.6.     That Licensor will continue to support any particular feature of the Website; or

9.3.7.     Concerning websites and resources outside of the Website, even if linked to from the Website.

To the extent any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the Website, and no warranties shall apply after such period.

10.  LIMITATION OF LIABILITY. To the fullest extent permitted by law: (i) Licensor shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for data breach, loss of profits, goodwill, use, data or other intangible losses.

11.  MISCELLANEOUS PROVISIONS

11.1.      Governing Law. This Agreement shall be governed by the laws of the State of Oregon, United States of America, without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.

11.2.      Disputes. Any action arising out of or relating to this Agreement or your use of the Software must be commenced in the state or federal courts located in Lane County, Oregon, United States of America (and you consent to the jurisdiction of those courts).

11.3.      Interpretation; Severability; Waiver; Remedies. Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by Licensor in exercising any right hereunder will waive any further exercise of that right. Licensor's rights and remedies hereunder are cumulative and not exclusive.

11.4.      Successors; Assignment; No Third Party Beneficiaries. This Agreement is binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign this Agreement without Licensor's prior written consent. No third party shall have any rights hereunder.

11.5.      Notices. You consent to receive all communications including notices, agreements, disclosures, or other information from Licensor electronically. Licensor may provide all such communications by email or by posting them on the Software. For support-related inquiries, you may contactus. You may send notices of a legal nature to Licensor at the following address:

Validation Training Institute Inc.

Nothing herein shall limit Licensor's right to object to subpoenas, claims, or other demands.

11.6.      Modification. This Agreement may not be modified except by a revised Agreement posted by Licensor on the Website or a written amendment signed by an authorized representative of Licensor. A revised version of this Agreement will be effective as of the date it is posted on the Website.