iSpring Online Courses Library End User License Agreement
ATTENTION: THIS IS A LEGALLY BINDING CONTRACT THAT SHOULD BE READ IN ITS ENTIRETY
BEFORE USING THE ONLINE COURSES LIBRARY. THIS IS AN AGREEMENT GOVERNING YOUR USE
OF ISPRING ONLINE COURSES LIBRARY, FURTHER DEFINED HEREIN AS “ONLINE COURSES
LIBRARY”, AND THE LICENSOR OF THE ONLINE COURSES LIBRARY IS WILLING TO PROVIDE YOU
WITH ACCESS TO THE ONLINE COURSES LIBRARY ONLY ON THE CONDITION THAT YOU ACCEPTALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. BELOW, YOU ARE ASKED
TO ACCEPT THIS AGREEMENT AND CONTINUE TO USE THE ONLINE COURSES LIBRARY OR, IF YOU
DO NOT WISH TO ACCEPT THIS AGREEMENT, TO DECLINE THIS AGREEMENT, IN WHICH CASE YOU
WILL NOT BE ABLE TO INSTALL OR USE THE ONLINE COURSES LIBRARY. BY INSTALLING THE
ONLINE COURSES LIBRARY, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THISAGREEMENT.
This iSpring Online Courses End User License Agreement (the “Agreement”) is a legal agreement made and enteredby You (either an individual or an entity) (the “Licensee” or “You”), as of the day You downloaded the Online
Courses Library (the “Effective Date”), and iSpring (the “Licensor”, “we”, “us” or “our”, and collectively with
Licensee, the “Parties” and each, a “Party”) regarding the current version of Licensor’s Online Courses Library andthe Documentation, that You about to download, downloaded, or otherwise obtained through other resources ormedia, or through a network in object code form or other related services.
You are subject to the terms and conditions of this Agreement whether You access or obtain the Online Courses
Library directly from the Licensor, or through any other source.
By Using the Online Courses Library, You agree to be bound by the terms and conditions of this Agreement. If You
do not agree to the terms and conditions of this Agreement, the Licensor is unwilling to license the Online Courses
Library to You. In such an event, You may not Use the Online Courses Library in any way.
1.

Definitions.

“Affiliate” means any person or entity that, directly or indirectly, controls, is controlled by, or is under common
control with the subject entity; “control” (including, with its correlative meanings, “controlled by” and “undercommon control with”) means possession, directly or indirectly, of the power to direct or cause the direction ofmanagement or policies (whether through ownership of securities or partnership or other ownership interests, bycontract or otherwise).
“Client Devices” means computers, workstations, personal digital assistants, hand-held devices, or other electronic
devices for which the Online Courses Library was designed.
“Documentation” means the user documentation and associated materials or files related to the Online Courses
Library and provided in written, “online” or electronic form.
“End User(s)” means an individual who is authorized by You to access and use the Online Courses Library. End
Users may include Your employees, consultants, contractors and agents and third parties with which You transacts
business.

“iSpring Learning management system (LMS)” means the at all times current version of the learning
management system owned and operated by Licensor, software programs, including LMS integrations, contained on
or available through the LMS, and other services related thereto provided to You by iSpring in accordance with theterms and conditions of the iSpring Web Services Subscription Agreement.

“Online Courses Library” means a digital online courses library owned and operated by Licensor, with a focusedcollection of online courses for Use in iSpring learning management system (LMS) or other LMS which works with
SCORM compliant courses (the “Online Course”).
“Online Courses Library Components” means Online Courses, including materials and content.
“Use” or “Usage” means accessing and viewing the Online Courses Library in iSpring learning management
system (LMS) or other LMS which works with SCORM compliant courses, or accessing, storing, loading, installing,
executing, displaying, or copying the Online Courses Library into the memory of a Client Device or otherwise
benefiting from using the functionality of the Online Course Library in accordance with the Documentation.

2.

Grant of License.

2.1. License. The Licensor hereby grants to You a temporary, non-exclusive limited, worldwide, non-transferable
license, without rights to sublicense, to Use the Online Courses Library in iSpring learning management system(LMS) or other LMS during an applicable subscription period (the “Subscription Term”) as reflected in theinvoicing terms indicated in the applicable invoicing or packaging for the Online Courses Library pursuant to theterms and conditions of this Agreement (“Subscription License”) to Use the Online Courses (in whole or in part)in the following permitted uses:▪

access, view and listen Online Courses in iSpring learning management system (LMS) or other LMS which
work with SCORM compliant courses.
2.2. Prohibited Uses. Prohibited uses include, but are not limited to, the following:▪

copy, transfer, rebrand, sublicense, reverse engineer, modify, repackage, sell online Courses Library or any
Online Course, materials and content via any other third-party LMS or alternative online platforms;▪

Use Online Courses, materials and content to design online courses intended for resale, whether online ornot;▪

assign, convey or transfer or attempt to transfer any of Your rights under this Agreement;▪

sell, license or distribute the Online Course in whole or in part as stand-alone or as part of an online
database or any other database, or any derivative online course containing the iSpring Online Course insuch way that would allow a third party to use, download, extract or access the Online Course as astand-alone file;▪

share the Online Courses Library in whole or in part with any other person or entity or post the Online
Courses Library in whole or in part online in a downloadable format, post the Online Content Library inwhole or in part on an electronic bulletin board;▪

download or store the Online Courses Library on more than one Client Device at the same time, except that
You may make a single backup copy to be stored on media separate from the single permitted Client
Device;▪

use, reproduce, distribute, perform, modify, or display the Online Courses Library (including, without
limitation, by itself or in combination with any other work of authorship) in any manner that is libelous orslanderous or otherwise defamatory, obscene or indecent;▪

remove any copyright or proprietary notice or other information that may appear on, embedded in, or inconnection with the Online Courses Library in its original downloaded form, it being understood that you
must include any and all such notices in any permitted backup copy of the Online Courses Library;▪

incorporate the Online Courses Library into a logo, trademark, or service mark;▪

take any action in connection with the Online Courses Library that violates any applicable law;▪

take any action in connection with the Online Courses Library that violates or infringes the intellectual
property or other rights of any person or entity, including, without limitation, the moral rights of the creatorof the Online Courses Library and the rights of any person who, or any person whose property, appears in
the Online Courses Library;▪

take any action in connection with the Online Courses Library that would reasonably imply that the creatorof the Online Courses Library, or the persons or property appearing in the Online Courses Library (if any),
endorse any political, economic or other opinion-based movements or parties;▪

use the Online Courses Library in a way that places any person in the photo in a bad light or depicts themin a way that they may find offensive - this includes, but is not limited to uses that are pornographic,
defamatory, or otherwise contain unlawful, offensive or immoral content.

▪

create and offer competing or derivative products and services to other third parties based on the iSpring
Online Courses Library courses and content.

▪

transmit any data with embedded viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware,
adware or any other harmful programs or similar computer code designed to adversely affect the operationof any computer software or hardware.

3. Use of the Online Courses Library by You
3.1. Subscriptions. Unless otherwise provided in the applicable invoicing terms, the Online Courses Library ispurchased as a subscription.
3.2. Usage Restrictions.
You may only Use the Online Courses Library while operating under a current Subscription License.
Any new Online Courses Library Components that augment the current Online Courses Library, shall be subject tothe terms and conditions of this Agreement. Continued Use of the Online Courses Library after any such change
shall constitute Your consent to such changes. Violation of any of the terms and conditions of this Agreement will
result in the termination of Your Subscription License.
4. Account Terms. Your Responsibilities.
In consideration of Your Use of the Online Courses Library, You agree to and shall cause each End User of theOnline Courses Library to:▪

maintain the security of Your and End Users accounts and passwords. Licensor cannot and will not beliable for any loss or damage from Your or End Users failure to provide Licensor with accurate informationor to comply with security obligations;▪

notify Licensor of any unauthorized use of Your and End Users accounts and passwords, or any otherbreach of security;▪

be responsible for Your and End Users’ conduct. You are also responsible for all content posted and activity
that occurs under Your End Users’ account, even when content is posted by others who have accounts
under Your account;▪

not to use the Online Courses Library for any illegal or unauthorized purpose. You must not, in the use of
the Online Courses Library, violate any laws in your jurisdiction (including but not limited to copyrightlaws, trademark laws, patent laws, other intellectual property or industrial property laws, privacy laws, data
export laws, and laws regarding libel and defamation);▪

not to engage in any activity that interferes with or disrupts the Online Courses Library, or the servers andnetworks connected with the Online Courses Library;▪

not to reproduce, duplicate, copy, sale, trade, resale, or exploit for any commercial purposes, any portion of
the Online Courses Library, use of the Online Courses Library, or access to the Online Courses Librarywithout the express prior written permission of the Licensor;▪

not modify, adapt or hack the Online Courses Library or modify another website so as to falsely imply that
it is associated with the Online Courses Library, Licensor, or any other Licensor’s service. You must not
upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages;▪

not transmit any worms or viruses or any code of a destructive nature.

5. Evaluation License.
5.1. If the Online Courses Library is licensed under Evaluation License terms You may Use the Online Courses
Library for the period as agreed in writing by Licensor) (the “Trial Period”) solely for purposes of demonstrationand internal testing, examination and evaluation of the Online Courses Library. Any Use of the Online Courses
Library for other purposes or beyond the applicable evaluation period is strictly prohibited.
5.2. Trial Periods. If the Online Courses Library was provided to You at no charge on a trial or evaluation basis,then the Online Courses Library may be used only for the Trial Period unless You purchase a further Subscription
License to the Online Courses Library at the end of the Trial Period.
5.3. THE ONLINE COURSES LIBRARY LICENSED UNDER EVALUATION LICENSE TERMS IS PROVIDED
TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY,OR OTHERWISE. LICENSOR BEARS NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE (ORATTEMPTED USE) OF THE ONLINE COURSES LIBRARY LICENSED UNDER EVALUATION LICENSETERMS THROUGH AND AFTER THE TRIAL PERIOD.
5.4. Support Services.
Licensor will use commercially reasonable efforts to provide You with support services for the Online Courses
Library licensed under Evaluation License terms in accordance with its standard practices and Online Courses
Library Maintenance and Support Services Agreement (“Maintenance and Support Services”) available athttps://www.ispringsolutions.com/maintenance-and-support-services-agreement.
6. Proprietary Rights and Non-Disclosure.
6.1. Ownership Rights. The Online Courses Library is licensed, and not sold, to You for use only under the terms
and conditions of this Agreement. The Online Courses Library is protected by copyright and other intellectual
property laws and treaties. You agree that the Online Courses Library and the authorship, systems, ideas, methods ofoperation, documentation and other information contained in the Online Courses Library, are proprietary intellectual
properties and/or the valuable trade secrets of the Licensor or its suppliers and/or licensors and are protected by civil
and criminal law, and by the law of copyright, trade secret, trademark and patent of the United States, othercountries and international treaties. You may use trademarks only insofar as to identify printed output produced by
the Online Courses Library in accordance with accepted trademark practice, including identification of the
trademark owner’s name. Such use of any trademark does not give You any rights of ownership in that trademark.
The Licensor and/or its suppliers own and retain all right, title, and interest in and to the Online Courses Library,including without limitations any error corrections, enhancements, updates or other modifications to the Online
Courses Library, whether made by the Licensor or any third party, and all copyrights, patents, trade secret rights,
trademarks, and other intellectual property rights therein. Your possession, installation or use of the Online Courses
Library does not transfer to You any title to the intellectual property in the Online Courses Library, and You will notacquire any rights to the Online Courses Library except as expressly set forth in this Agreement. All copies of theOnline Courses Library made hereunder must contain the same proprietary notices that appear on and in the Online
Courses Library. Except as stated herein, this Agreement does not grant You any intellectual property rights in theOnline Courses Library and You acknowledge that the Subscription License, as further defined herein, granted under
this Agreement only provides You with a right of limited use under the terms and conditions of this Agreement.
Licensor reserves all rights not expressly granted to You in this Agreement.
6.2. Third Party Components. The Online Courses Library and future updates and revisions of the Online Courses
Library may contain components and materials (including but not limited articles, photos, drawings, graphics, richmedia, applications, programs and other content owned by a party other than iSpring (“Third Party Components”).
Any Third-Party Components incorporated into or accompanying the Online Courses Library is third parties’
intellectual property and is protected by United States, and international copyright laws and applicable treaties.
Licensor has obtained such rights, permissions and consents as are necessary for Licensor to use the Third-Party
Components in conjunction with the Online Courses Library as licensed by this Agreement. However, all such
Third-Party Components incorporated into or accompanying the Online Courses Library is or may be subject to a
separate Online Courses Library licensing agreement containing separate and discrete terms, conditions andrestrictions governing Your right to use the Third-Party Components. Irrespective of Your acceptance and/or use of
the Online Courses Library, You will not receive or gain any rights, privileges or entitlements in respect of the Third
Party Components greater than such rights, privileges or entitlements as Licensor is able to provide to You pursuant
to this Agreement (each as may be amended, from time to time). You acknowledge that the Subscription License
granted under this Agreement only provides You with a right of limited use under the terms and conditions of thisAgreement. And You agree and confirm to use the Third-Party Components only in conjunction with the Online
Courses Library, as permitted by this Agreement, and as permitted by the more restrictive of any Third-Party
Components license agreement applicable to Your and/or Licensor’s use of the Third-Party Components.
6.3.
Applicability to Third Party Components. LICENSOR MAKES NO REPRESENTATIONS OR
WARRANTIES AND PROVIDES NO INDEMNIFICATION OR REPLACEMENT COVENANTS OF ANY
KIND WITH RESPECT TO THIRD PARTY PRODUCTS. Licensor’s sole responsibility as to Third Party
Components is to pass through any intellectual property warranties, indemnification and replacement provisions that
Licensor receives from the vendors or suppliers of such Third-Party Components and which Licensor is allowed topass on. “Third Party Components” means application Online Courses Library products provided by third party
vendors, including operating system and application Online Courses Library with which the Online Courses Libraryinterfaces and which provides certain functionality essential to the operation of the Online Courses Library.
6.4. Confidential Information. You agree that, unless otherwise specifically provided herein the Online Courses
Library, including the specific design and structure of individual programs and the Online Courses Library,
constitute confidential proprietary information of the Licensor or its suppliers and/or licensors. You agree not totransfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third
party.
7. Indemnification

You hereby agree to indemnify and hold harmless Licensor, its affiliates, officers, directors, agents, and employees,
from any expense, loss, claim, damage, fine, penalty or liability, including reasonable fees for attorneys and otherprofessionals, payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim,
demand, action, suit, arbitration, or other proceeding initiated by any third party, including the assessment, claim or
demand by a governmental agency or entity, arising out of any use of the Online Courses Library by You or End
Users, acting upon Your authorization in a manner that is not expressly authorized by this Agreement, Your breachof this Agreement.
8. Term and Termination
8.1. The term of this Agreement (“Term”) shall begin when You purchase or otherwise legally obtain the
Subscription License for the Online Courses Library until the Agreement is terminated as provided herein.
8.2. The Licensor in its sole discretion, has the right to suspend or terminate Your or End Users accounts and refuse
any and all current or future use of the Online Courses Library for any reason at any time. Such termination of theOnline Courses t Library will result in the deactivation or deletion of Your access to the Online Courses Library. In
the event of the Online Courses Library termination or cancellation, provisions of this Agreement related to thefollowing shall survive: Indemnification, Your Information and the Licensor’s Privacy Policy, Proprietary Rights,
Your Responsibilities, Disclaimers. For the protection and safety of all of our customers, Licensor reserves the rightto refuse service to anyone for any reason at any time, with or without notice.

8.3. Term of Purchased Subscriptions. The Subscription Term of each Subscription License shall be as specified
herein or in the applicable invoicing terms. Except as otherwise specified in the invoicing terms, there shall be no
automatic renewal or extension of the Purchased Subscription. Licensor reserves the right to change the per unit
pricing for any Purchased Subscription at its sole discretion at any time with or without notice. The per unit pricing
for Purchased Subscriptions is available at https://www.ispringsolutions.com.
8.4. This Agreement may be terminated by a superseding agreement, offered by the Licensor and accepted by You,for the Online Courses Library, update of the Online Courses Library and conditioning Your continued use of theOnline Courses Library or such replacement, modified or updated version on Your acceptance of such superseding
Agreement.
8.5. Without prejudice to any other rights, this Agreement will terminate automatically, if You fail to comply withany of the limitations or other requirements described herein.
8.6. Upon any termination or expiration of this Agreement, You must immediately cease Use of the Online Courses
Library and permanently destroy and/or delete all copies of the Online Courses Library.
8.7. No Rights Upon Termination. Upon termination of this Agreement, You will no longer be authorized to Use
the Online Courses Library in any way and no refunds (in whole or partial) will be granted.
9. Fees and Payment, Refunds
9.1. Invoicing and Payment. Licensor offers the Online Courses Library for annual fees (the “Fees”) which You
will pay to Licensor by authorized credit card or, if agreed to by Licensor, by another method of payment. The Fees
applicable for the Online Courses Library are available at https://www.ispringsolutions.com. Licensor reserves
the right to change the Fees or applicable charges and to institute new charges at any time, upon thirty (30) days
prior notice to You (which may be sent by email to the address You have most recently provided to Licensor).
9.2. Fees. You will pay all Fees specified herein or in the invoicing terms. Except as otherwise specified herein or in
the invoicing terms, (i) fees are based on the Online Courses Library purchased and not actual usage, (ii) payment
obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased
during the relevant Subscription Term.
9.3. Taxes. All disbursements, prices and fees payable to Licensor hereunder shall be paid free and clear of any
deduction or withholding on account of taxes. You shall be responsible for all federal, state, municipal, or othergovernment, excise, sales, use, occupational, or like taxes now in force or enacted in the future imposed by any
governmental entity upon the sale, use or receipt of the Software Services, with the sole exception of Licensor’s
income taxes. You shall cover all fees and processing expenses for chargebacks, frauds, and refunds.
Notwithstanding anything to the contrary herein, You shall be solely responsible for any value added taxes
collections, payments and related registrations arising in any way out of or relating to this Agreement. If and when
Licensor has the legal obligation to collect such taxes, Licensor will invoice You the amount of such taxes, and You
will pay such amount unless You provide iSpring with a valid tax exemption certificate authorized by theappropriate taxing authority. You will provide the Licensor with official receipts issued by the appropriate taxing
authority or such other evidence as is reasonably requested by the Licensor to establish that such taxes have been
paid. The parties shall reasonably cooperate to more accurately determine each party’s tax liability and to minimize
such liability to the extent legally permissible.
10.Right to Audit. To prevent fraudulent Use of the Online Courses Library and support services, Licensor, withoutwritten notice to users during Licensor’s business hours may examine and/or audit the Use of the Online Courses
Library by any user. If any examination or audit should reveal unlicensed Use of the Online Courses Library andsupport services by either an individual or an entity, then Licensor reserves the right to reset the number ofactivations, demand such user to deactivate the Online Courses Library and stop providing such users with support
services for the Online Courses t Library, until such users obtain a license for the Online Courses Library.
11. Disclaimers.
11.1. Customer Remedies. The Licensor and its suppliers’ entire liability and Your exclusive remedy for any breachof the foregoing warranty shall be at the Licensor’s option: (a) return of the purchase price paid for the license, ifany, or (b) correction of the defects, “bugs” or errors within reasonable period of time.
11.2. No Warranties. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE
EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAWAPPLICABLE TO YOU IN YOUR JURISDICTION, THE ONLINE COURSES LIBRARY IS PROVIDED“AS-IS” WITHOUT ANY WARRANTY WHATSOEVER AND THE LICENSOR MAKES NO PROMISES,REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WHETHER BY STATUTE,
COMMON LAW, CUSTOM, USAGE OR OTHERWISE, REGARDING OR RELATING TO THE ONLINECOURSES LIBRARY, MATERIALS OR CONTENT THEREIN OR TO ANY OTHER MATERIAL FURNISHEDOR PROVIDED TO YOU PURSUANT TO THIS AGREEMENT OR OTHERWISE. YOU ASSUME ALL RISKSAND RESPONSIBILITIES FOR SELECTION OF THE ONLINE COURSES LIBRARY TO ACHIEVE YOURINTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROMYOUR USE OF THE ONLINE COURSES LIBRARY. THE LICENSOR MAKES NO WARRANTY THAT THE
ONLINE COURSES LIBRARY AND SUPPORT SERVICES WILL BE ERROR FREE OR FREE FROMINTERRUPTION OR FAILURE, OR THAT IT IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR
SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMSALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIEDWARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS,
INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITHRESPECT TO THE ONLINE COURSES LIBRARY AND THE ACLICENSORING WRITTEN MATERIALS OR
THE USE THEREOF.
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIEDWARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU HEREBYACKNOWLEDGE THAT THE ONLINE COURSES LIBRARY AND SUPPORT SERVICES MAY NOT BE OR
BECOME AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING WITHOUT LIMITATIONPERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, TECHNICALFAILURE OF THE ONLINE COURSES LIBRARY, TELECOMMUNICATIONS INFRASTRUCTURE, OR
DELAY OR DISRUPTION ATTRIBUTABLE TO VIRUSES, DENIAL OF SERVICE ATTACKS, INCREASEDOR FLUCTUATING DEMAND, AND ACTIONS AND OMISSIONS OF THIRD PARTIES. THEREFORE, THE
LICENSOR EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING SYSTEM
AND/OR ONLINE COURSES LIBRARY AVAILABILITY, ACCESSIBILITY, OR PERFORMANCE. THE
LICENSOR DISCLAIMS ANY AND ALL LIABILITY FOR THE LOSS OF DATA DURING ANYCOMMUNICATIONS AND ANY LIABILITY ARISING FROM OR RELATED TO ANY FAILURE BY THE
LICENSOR TO TRANSMIT ACCURATE OR COMPLETE INFORMATION TO YOU.
11.3. LIMITED LIABILITY; NO LIABILITY FOR CONSEQUENTIAL DAMAGES. YOU ASSUME THE
ENTIRE COST OF ANY DAMAGE RESULTING FROM YOUR USE OF THE ONLINE COURSES LIBRARY
AND THE INFORMATION CONTAINED IN OR COMPILED BY THE ONLINE COURSES LIBRARY, AND
THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR
ONLINE COURSES LIBRARY WHETHER PROVIDED BY THE LICENSOR OR A THIRD PARTY. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE LICENSOR OR ITS
SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
BUSINESS INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR ONLINECOURSES LIBRARY DISRUPTION IMPAIRMENT OR FAILURE, REPAIR COSTS, COST OF PROCURING
SUPPORT SERVICES, TIME VALUE OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR
INABILITY TO USE THE ONLINE COURSES LIBRARY, OR THE INCOMPATIBILITY OF THE ONLINECOURSES LIBRARY WITH ANY HARDWARE, SOFTWARE OR USAGE, EVEN IF SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LICENSOR’S TOTAL
LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION, WHETHER IN
CONTRACT, TORT OR OTHERWISE EXCEED THE LICENSE FEE PAID BY YOU TO LICENSOR. THIS
LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO
THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, BECAUSESOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FORCONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

11.4. Your Use of the Online Courses Library is at Your sole risk. The Online Courses Library includes materials
and course content that is provided “as is” without further warranty or guarantee as to its completeness or
accuracy. The learning material is not a substitute for professional advice and should not be relied upon.
12. Maintenance and Support Services. Changes to the Online Courses Library.
12.1. Licensor will use commercially reasonable efforts to provide You with support services for the Online Courses
Library during the Subscription Term in accordance with its standard practices and Maintenance and Support
Services
Agreement(“MaintenanceandSupportServices”)
availableathttps://www.ispringsolutions.com/maintenance-and-support-services-agreement.
12.2. Although the Licensor endeavors to maintain its prices indefinitely once You become a paying customer, theLicensor reserves the right at any time, and from time to time to modify or discontinue, temporarily or permanently,
the Online Courses Library (or any part thereof) with or without notice. Notwithstanding the foregoing, the Licensor
will endeavor to provide You with a 30-day notice of any changes and You shall have the right to cancel the Online
Courses Library Subscription and receive a full refund of any unexpended subscription fees.
13. Indemnification
You will, at Your own expense, indemnify and hold Licensor, and its affiliates and suppliers, and all officers,
directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages,
judgments, grants, costs, and expenses, including reasonable attorneys’ fees (collectively, “Claims”), arising out of
any use of the Online Courses Library by You, any party related to You, or any party acting upon Your authorization
in a manner that is not expressly authorized by this Agreement.
14. U.S. Government-Restricted Rights.
14.1. Notice to U.S. Government End Users. The Online Courses Library and accompanying Documentation are
deemed to be “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer
Software” and “Commercial Computer Software Documentation,” respectively, as such terms are used in 48 C.F.R.
§12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1
through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software
Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only
those rights, including any use, modification, reproduction, release, performance, display or disclosure of the Online
Courses Library and accompanying Documentation, as are granted to all other end users pursuant to the terms andconditions herein. Unpublished-rights reserved under the copyright laws of the United States.
14.2. Export Control Laws. You hereby acknowledge and agree that the Online Courses Library may be subject torestrictions and controls imposed by applicable laws and regulations with regards to economic sanctions; export
controls, import regulations and trade embargoes (collectively “Export Control Laws”), including those of theEuropean Union and United States (specifically, the Export Administration Act of 1979 and the Export
Administration Regulations (“EAR”)).
By purchasing the Online Courses Library, You are representing and warranting that You are not a person(individual or a legal entity) targeted by Export Control Laws nor You (in case of a legal entity) are otherwise owned
or controlled by or acting on behalf of any person targeted by Export Control Laws.
Further, You agree and certifies that neither the Online Courses Library, nor any related technical information are:1. Being or will be used for any purpose prohibited by the Export Control Laws, or
2. Downloaded, transferred, exported, or re-exported directly or indirectly in violation of Export Control
Laws; or
3. Used for any purpose prohibited by Export Control Laws, including but not limited to nuclear, chemical, or
biological weapons proliferation; or
4. Exported to restricted and/or embargoed destinations (including, but are not limited to, Cuba, Iran, North
Korea, Sudan, and Syria), prohibited end-user(s); and/or
5. Participate in prohibited end-use and/or proliferation activities.

Licensor will not be liable to You for any failure to provide the Online Courses Library, as a result of any
government action that Licensor reasonably believes may adversely impact its obligations under this agreement, its
business, or its reputation.
15. Your Information and the Licensor’s Privacy Policy.
You acknowledge receipt of and agree to the Licensor’s privacy statement, which is made available to You in
connection with installation and is set forth in full at https://www.ispringsolutions.com/Licensor/policy/privacy. The

Online Courses Library is provided via equipment and other resources located in the United States and otherlocations throughout the world and You hereby expressly consent to having Your personal data (which may becollected by the Licensor or its distributors) processed by Licensor in the United States and other locations
throughout the world according to the Licensor’s current privacy policy as of the date of the effectiveness hereof
which is incorporated into this Agreement by reference. By entering into this Agreement, You agree that the
Licensor may collect and retain information about You gathered during any Trial Period or as part of the Online
Courses Library support services provided to You, if any, related to the Online Courses Library, including Your
name, email address. The Licensor employs other companies and individuals to perform certain functions on its
behalf. Examples include delivering packages, sending email, analyzing data, providing marketing assistance, andproviding customer service. They have access to personal information needed to perform their functions, but may
not use it for other purposes.
16. Miscellaneous.
16.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of theUnited Arab Emirates without regard to its principles of conflict of laws. You agree to the exclusive jurisdiction of
the courts of Dubai for any claim or cause of action arising out of, or relating to or in connection with thisAgreement or the Products, provided that such exclusivity does not apply to legal actions initiated or brought by
Licensor.
Notwithstanding the foregoing, if the iSpring entity, providing the Online Courses Library is any other company
indicated on the Company Page, as the case may be, any dispute arising hereunder shall be exclusively construed inaccordance with the laws of the country of registration of this iSpring entity without regard to principles of conflictof laws.
16.2. To the extent permitted by law, the provisions of this Agreement shall supersede any provisions of the Uniform
Commercial Code as adopted or made applicable to the Online Courses Library in any competent jurisdiction. This
Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale ofGoods, the application of which is expressly disclaimed and excluded.
16.3. Assignment. This Agreement, rights and obligations provided hereunder may not be assigned, in whole or inpart by You, without the prior written consent of the Licensor. Any attempt of assignment without such consent shallbe null and void and of no force and effect. The Licensor shall have the right at all times to assign any of its rights or
obligations under this Agreement to any of the Affiliate of the Licensor or other companies authorized by the
Licensor to provide the Online Courses Library, with prior notice to You.
16.4. Period for Bringing Actions. No action, regardless of form, arising out of the transactions under thisAgreement, may be brought by either party hereto more than one (1) year after the cause of action has occurred, or
was discovered to have occurred, except that an action for infringement of intellectual property rights may bebrought within the maximum applicable statutory period.
16.5. Publicity. The parties shall work together to issue publicity and general marketing communications
concerning their relationship and other mutually agreed-upon matters. In addition, neither party shall issue such
publicity and general marketing communications concerning their relationship without the prior written consent of
the other party (not to be unreasonably withheld or delayed) and neither party shall disclose the terms of thisAgreement to any third party other than its outside counsel, auditors, and financial and technical advisors, except as
required by law), provided that, Licensor may mention You as a customer on its website and general marketing
communications.
16.6. Entire Agreement; Severability; No Waiver. This Agreement is the entire agreement between You andLicensor and supersedes any other prior agreements, proposals, communications or advertising, oral or written, withrespect to the Online Courses Library or to subject matter of this Agreement. You acknowledge that You have readthis Agreement, understand it and agree to be bound by its terms. If any provision of this Agreement is found by acourt of competent jurisdiction to be invalid, void, or unenforceable for any reason, in whole or in part, suchprovision will be more narrowly construed so that it becomes legal and enforceable, and the entire Agreement will
not fail on account thereof and the balance of the Agreement will continue in full force and effect to the maximum
extent permitted by law or equity while preserving, to the fullest extent possible, its original intent. No waiver of any
provision or condition herein shall be valid unless in writing and signed by You and an authorized representative ofLicensor provided that no waiver of any breach of any provisions of this Agreement will constitute a waiver of any
prior, concurrent or subsequent breach. Licensor’s failure to insist upon or enforce strict performance of any
provision of this Agreement or any right shall not be construed as a waiver of any such provision or right.

16.7. Injunctive Relief. You agree that a breach of this Agreement adversely affecting Licensor’s proprietary rights
in the Online Courses Library may cause irreparable injury to Licensor for which monetary damages would not be
an adequate remedy and Licensor shall be entitled to seek equitable relief in addition to any remedies it may havehereunder or at law.
© 2023 iSpring. The Online Courses Library, including the material, content, components, updates, modifications,enhancements and any accompanying Documentation, are copyrighted and protected by copyright laws andinternational copyright treaties, as well as other intellectual property laws and treaties.