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Terms and Conditions for Courseware Purchase

BY CHECKING THE "I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS FOR COURSEWARE PUCHASES" BOX IT IS AGREED THAT YOU ACCEPT THIS AGREEMENT, AND THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES. FURTHER YOU EXPRESSLY REPRESENT TO LEARNQUEST THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT. NOTHING CONTAINED IN THIS AGREEMENT SHALL OPERATE TO AMEND OR OTHERWISE CHANGE THE TERMS OF ANY EXISTING AGREEMENT BETWEEN YOUR EMPLOYER AND LEARNQUEST. THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN YOU CHECK THE 'I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS FOR COURSEWARE PUCHASES" BOX.

THIS AGREEMENT, is entered into between the customer (“CUSTOMER”), and DPT Consulting Group, Inc. d/b/a LearnQuest (“LearnQuest”), with a principal place of business at 225 East City Avenue, Suite 106, Bala Cynwyd, PA 19004. INTENDING TO BE LEGALLY BOUND, in consideration of the mutual agreements contained herein and subject to the satisfaction of the terms and conditions set forth herein, the parties agree as follows:

SCOPE
The scope of this Agreement includes a license granted by LearnQuest to permit CUSTOMER to utilize the instruction materials of LearnQuest (hereinafter referred to as “Instruction Materials”). It is hereby expressly understood and agreed that LearnQuest retains the copyright to all original course content of the Instructional Materials as well to the existence in any derivative work. This license is issued on a non-exclusive basis; LearnQuest retains the right to license the courses to any number of legal corporate entities at its sole discretion.
TERM

The term of this Agreement shall begin upon date of execution by both parties and expire one year later unless terminated sooner as provided for herein. The term of this Agreement may be extended by means of a written amendment to this Agreement signed by both parties.
Either party may terminate this Agreement upon sixty (60) days written notice to the other party. In the event of a termination, each party agrees to honor all commitments existing at the time of termination for the delivery of courses to the other party’s clients.
Upon expiration or termination of this Agreement, all license rights granted hereunder shall cease and CUSTOMER shall return all of LearnQuest Instruction Materials in its possession and pay in full all fees due under this Agreement.

TERMS OF LICENSE TO UTILIZE INSTRUCTIONAL MATERIALS
Based upon CUSTOMER agreement to pay the License Fees specified in this Agreement, LearnQuest hereby grants, and CUSTOMER accepts, for the term of this Agreement, a non-exclusive and non-transferable license to use the Instruction Materials, for the sole purpose of providing training to CUSTOMER Customers, employees or independent subcontractors in the United States in accordance with this Agreement. Resale or Transferability: this license and the rights granted hereunder are not transferable by sale, sublicense, assignment, or by any other means without the prior express written consent of LearnQuest. Any such unauthorized transfer shall void the license immediately and require the return of all Instruction Materials in accordance with instructions by LearnQuest.

For each individual student who receives instruction utilizing the Instruction Materials, a License Fee per student per day is due to LearnQuest in accordance with the terms of Order Form (Exhibit “A”). Each License Fee shall entitle CUSTOMER to one set of Instruction Materials, and payment is due in accordance with this Agreement.
Printing. N/A.
CUSTOMER is restricted from utilizing the Instruction Materials outside of the United States without the express written consent of LearnQuest Executive Director. An email message granting permission from the LearnQuest Executive Director shall suffice for this purpose.
Evaluation Copies
Evaluation Copies are to be used solely for the purpose of evaluating the quality of the Instructional Materials. Evaluation copies cannot be used as a preparation or learning tool in any way by an instructor, student, or any other person or entity. LearnQuest does not guarantee that the Evaluation Copy will be exactly the same as complete copies of the Instructional Materials.

LearnQuest limits the distribution of Evaluation Copies to one complete Evaluation Copy per customer. Subsequent Evaluation Copy requests are fulfilled with partial course books. LearnQuest reserves the right to refuse fulfillment of Evaluation Copy requests for any reason.

CUSTOMER agrees that the Evaluation Copy will not be reproduced, disclosed or duplicated in any manner in whole or in part. Evaluation Copies that are not followed by an order of the same title must be returned in whole within 30 days or receipt. CUSTOMER understands that a fee of $200 will be charged for failing to return an evaluation copy.

PROMOTION

General marketing
LearnQuest agrees to allow CUSTOMER to use the Instruction Materials in print and web-based and general marketing efforts. CUSTOMER must maintain and use reasonable precaution to protect LearnQuest’s copyright, including maintaining the following copyright notice on all promotional materials and providing proof of same to LearnQuest.

PROPRIETARY INFORMATION

LearnQuest considers the Instruction Materials provided hereunder to be its confidential and proprietary product. Instruction Materials provided hereunder are done so on a confidential basis. Except as expressly authorized under this Agreement, CUSTOMER shall not use, disclose to anyone other than its employees or independent subcontractors, or publish the Instruction Materials or any portion thereof, without the prior, express written permission of LearnQuest.
CUSTOMER agrees not to reproduce the Instructional Materials or portions thereof in any way that is inconsistent with the terms of this Agreement.
CUSTOMER shall notify and inform its employees, independent subcontractors and Customers having access to the Instruction Materials of the confidentiality obligations and responsibilities with respect to protecting the proprietary materials relating thereto, and shall agree to no contrary terms with its Customers. CUSTOMER agrees to have in place with its employees and independent subcontractors having access to the Instruction Materials, a written agreement requiring the protection of such proprietary materials. CUSTOMER agrees to indemnify LearnQuest in the event of a breach of confidentiality by its employees or independent subcontractors. CUSTOMER agrees to immediately report to LearnQuest any known or suspected act that could threaten LearnQuest’s rights in the Instruction Materials.
As a material condition of the License granted under this Agreement, CUSTOMER agrees not to use the Instruction Materials or contents thereof for any purpose not expressly authorized by this Agreement.
Except as expressly authorized in this Agreement, CUSTOMER acknowledges that it does not acquire any other right or interest of any kind in the Instruction Materials of LearnQuest. In particular, CUSTOMER does not acquire any rights under this Agreement to modify the Instruction Materials or to develop courses based on the Instruction Materials.
CUSTOMER acknowledges that it would be extremely difficult to measure the damages that might result from any breach of this Agreement, and that any breach thereof may result in irreparable injury for which monetary damages may not adequately compensate. If a breach of this Agreement occurs, LearnQuest shall be entitled, in additional to all other rights and remedies that it may have at law or in equity, to seek to have an injunction issued by any competent court enjoining and restricting CUSTOMER from continuing such breach. The existence of any claim or cause of action that CUSTOMER may have against LearnQuest shall not constitute a defense or bar to the enforcement of this Agreement.

DISCLAIMER OF WARRANTIES

THE INSTRUCTIONAL MATERIALS ARE PROVIDED “AS IS”. LearnQuest DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE TRAINING MATERIALS OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT CUSTOMER KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING. IN ADDITION, LearnQuest EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN CUSTOMER WITH RESPECT TO THE INSTRUCTIONAL MATERIALS OR ANY PART THEREOF.

LIMITATION OF LIABILITY

WITH THE EXCEPTION OP DAMAGES RESULTING FROM THE WILLFUL AND IMPROPER USE OF LearnQuest INTELLECTUAL PROPERTY PROVIDED HEREUNDER. EACH PARTY’S AGGREGATE LIABILITY FOR LOSSES OR DAMAGES RESULTING FROM THIS AGREEMENT SHALL BE LIMITED IN THE AGGREGATE THE AMOUNTS RECEIVED OR DUE HEREUNDER.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S RIGHTS) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER. LEGAL THEORY.
Indemnification. CUSTOMER agrees to defend, indemnify and hold harmless LearnQuest and its affiliates, directors, officers, employees, and agents, for all damages, claims, expenses or losses of any kind that may arise from CUSTOMER use or misuse of the Instructional Materials.
Defects/Discrepancies
CUSTOMER must notify LearnQuest of discrepancies in the Instructional Materials shipments (e.g. number of books) within 3 business days of receipt of shipment. In the absence of any such notification, LearnQuest will assume a complete shipment was received by CUSTOMER and CUSTOMER is responsible for the full payment and subject to all terms stated within this Agreement.

Defective Instructional Materials will be replaced at any time at no charge to CUSTOMER upon proper presentation of information demonstrating the defective Instructional Materials.

Defects are limited to missing course book pages, incorrect sequencing of course book pages, broken course book, broken bindings or defective electronic media.
Disclosure
CUSTOMER agrees to disclose to LearnQuest any Similar Instructional Materials created, marketed or sold by CUSTOMER within one year after the date of execution of this Agreement, excluding Instructional Materials prepared exclusively by third parties with no contribution from CUSTOMER. Similar Instructional Materials is defined as pertaining to the same software product and/or technical subject. Upon request, LearnQuest will be provided a copy of such Instructional Materials to review for a period not to exceed thirty (30) days.

TERMINATION FOR CAUSE

Should either party breach any provision of this Agreement, the other party shall have the right to immediately terminate this Agreement revoking any and all rights and licenses granted hereunder.

PAYMENT/SHIPPING/EXCHANGES

Payment for all fees payable hereunder is due within (30) days of receipt of invoice. Invoices not paid within thirty (30) days of receipt of invoice are subject to annual interest charges equal to the prime rate listed in the Wall Street Journal for the date of invoices plus two (2) percentage points or the maximum lawful interest rate, whichever is lower.
Payment for course books must be made via credit card at the time of purchase.
Signed orders, using LearnQuest Order Form (Exhibit A), must be faxed to our home office at 610-206-0102.
Orders are processed between the hours of 8:30 AM and 3:00 PM Eastern Time.
Next day orders must be received via fax by 2 PM Eastern Time.
Orders can be faxed 24 hours a day.
Custom books require 10 business days’ notice from date of purchase and receipt of customer cover or logo.
Shipping Charges: CUSTOMER is responsible for all shipping charges.
Exchanges: Unopened course books may be exchanged for a newer version of the same title at any time. Course books cannot be exchanged for a different titled course book. Unopened course books (still in the original shrink-wrap) may be exchanged by completing a Return/Exchange form and shipping the Course Books to the address specified on the Return/Exchange form. Exchanges are subject to a 10% restocking fee. LearnQuest requires 10 business days to process the exchange.

NOTICES

All notices, consents or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or one (1) business day after being sent by a nationally recognized overnight delivery service, postage or delivery charges prepaid or five (5) business days after being sent by registered or certified mail, return receipt requested, postage charges prepaid. Any party may change its address for notice and the address to which copies must be sent by giving notice of the new addresses to the other parties in accordance with this Agreement, provided that any such change of address notice shall not be effective unless and until received.

To: LearnQuest
Y. Schneiberg
225 City Ave, Suite 106
Bala Cynwyd, PA 19004

This Agreement may not be assigned by one party without the prior written consent of the other party, which shall not be unreasonably withheld.
If any part or parts of this Agreement are held to be invalid, the remaining parts of the Agreement shall continue to be valid and enforceable.
The headings in this Agreement are for reference purposes only; they shall not affect the meaning or construction of this Agreement.
The provision of this Agreement are for the sole benefit of the parties, and not for the benefit of any other persons or legal entities.
Terms and conditions of this Agreement supersede those presented in any prior submittals.
This Agreement contains the complete and exclusive understandings of the parties with respect to the subject matter hereof. No waiver, alteration or modification of any of the provisions hereof shall be binding unless in writing and signed by a duly authorized representative of the party to be bound.
This Agreement shall not create any partnership or joint venture between the parties. Nothing contained in this Agreement shall constitute either party as the agent or legal representative of the other for any purpose. No provision of this Agreement grants either party any express or implied right of authority to assume or create any obligation or responsibility on behalf of or in the name of the other party or bind the other party in any manner or thing whatsoever.
This Agreement and any amendments hereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respect as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of either party hereto, the other party hereto shall re-execute original forms thereof and deliver them to the other party. Neither party hereto shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each party forever waives any such defense.

APPLICABLE LAW

This Agreement shall be interpreted in accordance with and governed by the internal laws of the Commonwealth of Pennsylvania in the United States of America, without giving effect to the choice of law or conflicts of law principles thereof. CUSTOMER agrees to submit to any suit, action or proceeding arising out of or relating to this Agreement to the jurisdiction and venue of the federal and state courts located in the Commonwealth of Pennsylvania. CUSTOMER waives, to the fullest extent permitted by law, any defense regarding the venue (including a claim of inconvenient forum) of such suit, action, or proceeding in any such court. CUSTOMER hereby accepts for itself by execution and delivery of this Agreement the jurisdiction of the aforesaid courts.