ARTICLE 1: INTRODUCTION
This END USER LICENSE AGREEMENT (“EULA”) is a legal agreement between you (“you” or “Licensee”) and Bluknowledge, LLC and its affiliates including but not limited to the licensors of any of the Bluknowledge Course Materials as defined herein(“Bluknowledge”) governing the license and use of the online course materials including live instruction, recorded videos of instruction, online forms, and all other written materials (the “Bluknowledge Course Materials”) and/or the planning forms and other similar documents (the “Works” as more fully defined herein), (collectively, the “Bluknowledge Intellectual Property”) made available for purchase and license on this website, www.bluknowledge.com (the “Website”).
All use by you of the Bluknowledge Intellectual Property is governed by this EULA.
Please read the EULA carefully, because it is a legal contract and imposes obligations on you as a user of the Bluknowledge Intellectual Property.
BY CLICKING THE “I ACCEPT” or “PLACE ORDER” BOX, YOU WILL BE BOUND BY THIS EULA, AND YOU SIGNIFY YOUR CONSENT TO THE LICENSE GRANTS CONTAINED HEREIN AS WELL AS THE TERMS AND CONDITIONS OF THIS EULA.
BY CLICKING THE “I ACCEPT” or “PLACE ORDER” BOX, YOU FURTHER AGREE THAT YOU HAVE OR WILL REVIEW AND ACCEPT THE TERMS AND CONDITIONS OF THIS EULA BEFORE TAKING THE COURSE AND USING THE BLUKNOWLEDGE INTELLECTUAL PROPERTY.
By clicking the “I Accept” or “Place Order” box and purchasing the online course, you represent and warrant that you are 18 years of age or older, capable of entering into a binding legal agreement, and have read, understand, and agree to be bound by all provisions of this EULA.
ARTICLE 2: USER LICENSE
2.1 License Grants.
a. Works. Upon Licensee’s purchase and completion of the online course via the Website that includes the Works, Bluknowledge hereby grants to Licensee the non-exclusive, non-assignable, limited right and license to use the Works by copying, reproducing, transmitting and otherwise using the Works in preparation, implementation and management of your instruction. Expressly excluded from the Works and NOT licensed to Licensee are the Bluknowledge Course Materials. Any other use of the Bluknowledge Course Materials including but not limited to copying, reproducing, and transmitting is strictly prohibited. If Bluknowledge at any time determines in its sole discretion that it is appropriate for Licensee to change or cease use of any of the Works or to substitute or add additional Works, Bluknowledge shall so notify Licensee in writing and then the definition of “Works” hereunder shall automatically and without further action of the parties hereto be amended to reflect any such change, cessation, substitution, or addition.
b. Course Materials. Subject to the terms and conditions and for the limited purposes set forth herein, Bluknowledge grants you the limited and non-transferable, right and license to download the Bluknowledge Course Materials you have purchased from this website and listen and watch the Bluknowledge Course Materials on devices owned by you.
2.2 Ownership. Licensee acknowledges that nothing herein gives it any right, title, or interest in the Bluknowledge Intellectual Property except for those explicitly set forth in this Section. Licensee shall not contest or challenge the validity of any part of the Bluknowledge Intellectual Property.
- Number of Licenses. The purchase of this online course allows Licensee, one individual teacher, to access to the Website from up to three different IP addresses. For access from additional IP addresses, Licensee must have the express written consent of Bluknowledge.
- Use Restrictions. You acknowledge and agree that you may not (i) reproduce the Bluknowledge Intellectual Property, or any portion thereof, in any way or in any format now known or hereafter developed; (ii) provide any other person with access to the Bluknowledge Intellectual Property not expressly allowed in this EULA; (iii) sublicense the use of the Bluknowledge Intellectual Property; (iv) make derivative works from the Bluknowledge Intellectual Property; (v) attempt to, or encourage or assist any other person to, circumvent or modify any security technology or software that is part of the Bluknowledge Intellectual Property or used to administer these use restrictions; or (vi) use the Bluknowledge Intellectual Property in any manner other than set forth herein.
ARTICLE 3: QUALITY CONTROL AND SUPERVISION
During the term of this Agreement (including any renewal terms), Licensee will diligently and strictly comply with all standards, specifications, and instructions, as may be amended from time to time, of Bluknowledge regarding the use of the Bluknowledge Intellectual Property. Licensee shall use the Bluknowledge Intellectual Property at all times solely in connection with his or her instruction. Licensee shall not do or permit to be done any act that might in any way impair the goodwill or other rights of Bluknowledge in the Bluknowledge Intellectual Property, or that might otherwise prejudice or damage the reputation of the Bluknowledge Intellectual Property, the Works, or Bluknowledge. In the event that Licensee believes or has reason to believe that an actual or threatened case of infringement or act of unfair competition related to the Bluknowledge Intellectual Property has occurred, Licensee will promptly inform Bluknowledge of such use and Bluknowledge may, at its sole discretion, take affirmative action against any such actual or threatened infringement or act of unfair competition. Licensee will assist and cooperate with Bluknowledge, in whatever manner Bluknowledge may reasonably direct, in any investigation or action regarding actual or threatened infringement.
ARTICLE 4: TRANSFER
No transfer of any right or interest of Licensee under this Agreement, in whole or in part (whether voluntarily or by operation of law), directly, indirectly or contingently, shall be permitted without the prior written consent of Bluknowledge. Bluknowledge may assign this Agreement without the consent of Licensee.
ARTICLE 5: CONFIDENTIALITY
The parties acknowledge that during the term of this Agreement, Bluknowledge may disclose to Licensee from time to time certain business, product pricing, financial, marketing, technical, other proprietary and sensitive information, and any other information Bluknowledge so designates as confidential or that ought, from the circumstances surrounding its disclosure, in good faith be treated as confidential (“Confidential Information”). Licensee shall use its best efforts to keep confidential any and all Confidential Information of Bluknowledge. Licensee shall not disclose Confidential Information to any third party without the prior written consent of Bluknowledge. For purposes of this Agreement, “Confidential Information” shall not include information which (i) is in the public domain; (ii) is previously known to, or independently developed by Licensee; or (iii) is acquired by Licensee from any third party having a right to disclose such information. Licensee acknowledges that a breach of this section will give rise to irreparable injury to Bluknowledge, inadequately compensable in damages. Accordingly, Licensee hereby consents to the obtaining by Bluknowledge of injunctive relief against the breach or threatened breach of the obligations contained in this section. Licensee further agrees that such an order may be issued pending final determination thereof, without the requirement to post bond. The obligations under this section shall survive the termination of this Agreement.
ARTICLE 6: UPLOADING CONTENT
Licensee may from time to time provide Bluknowledge with photographs, writings, videos, and various documents from its experience as a teacher (“Content”). Licensee represents and warrants that it owns the Content or has the legal right and authority to use the Content in the manner contemplated by this Agreement. Licensee hereby grants to Bluknowledge a worldwide, non-exclusive, irrevocable, transferrable, royalty-free license, with the right to sublicense, use, access, view, copy, adapt, modify, distribute, publicly display, publicly perform, stream, and broadcast the Content in all existing and future media. Bluknowledge does not claim ownership of the Content. Licensee shall not upload, post, email or otherwise transmit any Content or other materials: (i) that Licensee does not have a right to broadcast, display, reproduce, or transmit under any law or under contractual or fiduciary relationships or by consent (such as, and where applicable, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (ii) that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party; or (iii) that intentionally or unintentionally violates any applicable local, state, national, or international law, including, but not limited to, any regulations having the force of law including but not limited to the right of publicity. Licensee acknowledges that it will not allow any information or images in the Content which identify specific individuals.
ARTICLE 7: DISCLAIMER OF WARRANTIES AND LIABILITY
7.1 General Disclaimer. Bluknowledge is making the Bluknowledge Intellectual Property available to you on an “as is” basis and you agree that your use of the services taught in such course is at your own risk.
7.2 Warranty Disclaimer. BLUKNOWLEDGE DISCLAIMS ALL WARRANTIES THAT RELATE IN ANY WAY TO THE BLUKNOWLEDGE COURSE, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY FOR INFORMATION, QUIET ENJOYMENT, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
7.3 Limitation of Liability. UNDER NO CIRCUMSTANCES WILL BLUKNOWLEDGE BE LIABLE FOR ANY DAMAGE CAUSED BY YOUR USE OF THE BLUKNOWLEDGE COURSE MATERIALS OR SERVICES TAUGHT IN THE BLUKNOWLEDGE COURSE. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL BLUKNOWLEDGE OR ITS EMPLOYEES BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM YOUR USE OR MISUSE OF, OR THE INABILITY TO USE, THE BLUKNOWLEDGE COURSE MATERIALS OR SERVICES TAUGHT IN THE BLUKNOWLEDGE COURSE, EVEN IF BLUKNOWLEDGE OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL BLUKNOWLEDGE BE LIABLE FOR ANY DAMAGE CAUSED BY YOUR USE OF OR ACCESS TO THE COURSEWORK, INCLUDING BUT NOT LIMITED TO THE BLUKNOWLEDGE COURSE MATERIALS, AND SERVICES. IN NO EVENT SHALL BLUKNOWLEDGE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING UNDER OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICES TAUGHT IN THE BLUKNOWLEDGE COURSE EXCEED THE AMOUNT PAID BY YOU TO BLUKNOWLEDGE FOR THE COURSE.
7.4 Errors; Accuracy; Security. Though Bluknowledge uses reasonable efforts to ensure otherwise, the Bluknowledge Intellectual Property may contain errors or other inaccuracies and may not be complete, accurate, or current. Bluknowledge does not guarantee, represent, or warrant that (i) the Bluknowledge Intellectual Property will be error-free, accurate, or current, or (ii) your use of the Bluknowledge Intellectual Property will be uninterrupted, error-free, or free from loss corruption, attack, viruses, interference, hacking, or other security intrusion, and Bluknowledge disclaims any liability relating thereto.
7.5 Good Faith Notification of Access Breach. If Licensee’s access to the Website has been compromised, Licensee agrees to notify Bluknowledge of the breach.
7.6 Success of Licensee’s Instruction. Without limiting the foregoing, Licensee has been informed and acknowledges Licensee’s understanding of the fact that, because so many factors determine the success of Licensee as an instructor, Bluknowledge is not liable in the event Licensee’s application of the tools learned in the course is not successful.
7.7 Third Party Software. Licensee acknowledges and agrees that to the extent Bluknowledge recommends or even provides Licensee with access to any software or content from third party providers, such recommendation, access, content, and software are provided on an “as is” basis without warranty of any kind. Bluknowledge has no control over the proper functioning of the third party software or over the completeness, accuracy, or appropriateness of content provided by third parties. Bluknowledge expressly disclaims any warranties, including but not limited to warranties of performance, merchantability, accuracy, completeness, non-infringement, and fitness for a particular purpose, arising or implied from Licensee’s access to and use of third party software or content.
ARTICLE 8: TERM
8.1 Term. This Agreement shall remain in effect for a period of one (1) year from the date on which you purchase the course.
8.2 Termination. If you fail, or if Bluknowledge has reason to suspect that you have failed, to comply with any of the provisions of this Agreement, including but not limited to the usage restrictions on the Bluknowledge Intellectual Property, Bluknowledge may, in its sole discretion, with or without notification to you, terminate this Agreement and disable your access to the Website.
ARTICLE 9: INDEMNITY
You agree to indemnify, defend, protect, save and hold harmless Bluknowledge against any and all damages, losses, liabilities, judgments, awards, and costs (including reasonable attorney fees) resulting from: (a) actions taken or representations made by you based on your completion of the course; (b) any claim by a third party that arises from Licensee’s use or misuse of the Content; (c) any claim by a third party that the Content infringes the patent, copyright, trademark, trade secret or other proprietary right of such third party; and (d) any other violation by you of any provisions in this Agreement.
ARTICLE 10: MISCELLANEOUS
Nothing herein shall be construed or deemed to create a joint venture, contract of employment, or partnership between the parties. This Agreement contains the complete expression of the agreement between the parties with respect to the matters addressed herein unless you have executed a separate agreement with Bluknowledge. In that event, the agreements should be read together where possible and in the event of a conflict the provisions in the other agreement should prevail. There are no promises, representations, or inducements except as herein provided. Bluknowledge reserves the right to modify or amend this Agreement in its sole discretion. All terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto. Failure by either party hereto to enforce at any time or for any period of time any provision or right hereunder shall not constitute a waiver of such provision or of the right of such party thereafter to enforce each and every such provision. This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Georgia. Chatham County, Georgia, shall be the only proper place of venue for all suits arising from or related to this Agreement, and any legal proceedings to enforce the provisions hereof shall be brought in the federal or state courts located in Chatham County, Georgia.