LICENSE AGREEMENT

This End User License Agreement (“Agreement”) constitutes a valid and binding agreement between eLearninga-z.com, with office at Plot 9 Gbagada Lagos, Nigeria and the Client for the use of our eLearning System, Services and Content. You must enter into this agreement in order to install, access and use any of our service.

BY INSTALLING OUR LMS AND/OR USING ANY OF OUR CONTENT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, ACCESS OR USE ANY OF OUR COURSES.

1. LICENSE GRANT

Subject to the terms of this Agreement, eLearninga-z.com hereby grants you a limited, non-exclusive, personal, non-sublicensable, non-assignable license to install and use our LMS and content. This includes our web based or server installed Learning Management System, any online or enclosed documentation, courses, data distributed to your computer for processing and any future programming fixes or updates provided to you onto a single computer; OR installed and stored the on a storage device, such as a network server.

2. LICENSE RESTRICTIONS

a) Notwithstanding anything to the contrary, you may not:

  • (i) remove any proprietary notices from the Services,
  • (ii) cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling or disassembling or hacking of the LMS or courses,
  • (iii) sell, assign, rent, lease, impose a charge, act as a service bureau, or grant rights to the courses, including, without limitation, through sublicense, to any other entity without the prior written consent of eLearninga-z.com; (iv) use the LMS, Courses or Services for any commercial purpose or the benefit of any third party or charge any person for the use of the service; or
  • (v) broadcast the content in any manner including, but not limited to satellite, cable, closed circuit television, or via video conference system
  • (vi) use the Services to, or in any way that would violate any applicable law, regulation or ordinance;
  • (vii) permit unauthorized recording or duplication of our content or Specified Configuration including making backup copies and/or CD’s
  • (viii) use any type of bot, spider virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access or that are designed to distort, delete, damage or disassemble the LMS, the Services or the Network. Furthermore, you may not use the LMS or Services to develop, generate, transmit or store information that:
    • (A) infringes any third party’s intellectual property or other proprietary right;
    • (B) is defamatory, harmful, abusive, obscene or hateful;
    • (C) in any way obstructs or otherwise interferes with the normal performance of another person’s use of the LMS or Services,
    • (D) performs any unsolicited commercial communication not permitted by applicable law;
    • (E) is harassment or a violation of privacy or threatens other people or groups of people; and
    • (F) impersonates any other person, or steals or assumes any person’s identity (whether a real identity or online nickname or alias).

(b) The LMS and Services contain confidential and trade secret information owned or licensed by eLearninga-z.com, and you agree to take reasonable steps at all times to protect and maintain the confidentiality of such information.

(c) The LMS and Services may be incorporated into, and may incorporate, technology, software, content and services owned and controlled by third parties. Use of such third party software or services is subject to the terms and conditions of the applicable third party license agreements. All modifications or enhancements to the eLearninga-z.com's Software and Services remains our sole property and we retain the sole discretion to modify or add additional features or functions to the LMS.

(d) Enterprise licenses: If you have purchased LMS and courses for the use of your organisations training and educational purposes your license to install, access and/or use is valid for 1 (one), 2 (two) or 3 (three) years as the case may be, after which the license granted to you shall expire.

(e) Individual Licenses: If you have purchased LMS and courses for your own personal use, your license to install, access and/or use is valid for only 1 (one) year after which the license granted to you shall expire.

3. PROPRIETARY RIGHTS

The LMS and courses contain proprietary and confidential information of eLearninga-z.com, including copyrights, trade secrets and trademarks contained therein, which are protected by international copyright laws. Title to and ownership of the LMS and courses, including without limitation all intellectual property rights therein and thereto, are and shall remain the exclusive property of eLearninga-z.com and its suppliers, and except for the limited license granted to you, eLearninga-z.com reserves all right, title and interest in and to the LMS and courses. You shall not take any action to jeopardize, limit or interfere with our ownership of and rights with respect to the LMS and courses. You acknowledge that any unauthorized copying or unauthorized use of the LMS and courses is a violation of this Agreement and copyright laws and is strictly prohibited.

4. LICENSE EXPIRATION.

On expiration of the the license agreement, Clients will delete all our content in their entirety from the Client’s LMS and will confirm in writing that this has been completed. If confirmation of removal is not received within 10 days of license expiration, Client will be charged for a monthly license amount each month until the course removal confirmation is received by elearninga-z.com

5. TERM; TERMINATION.

(a) This Agreement will be effective as of the date you accept this Agreement, thereby expressly agreeing to the terms and conditions set forth herein, and will remain effective until expiration date set forth for your licenses as stated elsewhere in this agreement or unless terminated by either party as set forth below.

(b) You may terminate this Agreement at any time provided you cease all use our LMS and courses AND destroy or remove from all hard drives, networks, and other storage media all copies of the LMS Software in your possession and confirm this in writing on official letterhead to eLearninga-z.com no later than ten (10) business days after termination. Termination of this agreement by you does not affect any payments that you may have already made under this Agreement, and no refunds shall be made based on a termination.

(c) Upon termination of this Agreement for any reason (i) all licenses and rights to use the LMS and courses shall terminate and you must remove the LMS and courses from your computer equipment and dispose of all originals and copies of the LMS and courses in your possession.

6. YOUR REPRESENTATIONS AND WARRANTIES.

(a) You represent and warrant that

  • (i) you possess the legal right and ability to enter into this Agreement and to comply with its terms,
  • (ii) you will use our LMS and content for lawful purposes only and in accordance with this Agreement and all applicable laws, regulations and policies,
  • (iii) you will not attempt to decompile, reverse engineer or hack the LMS or the Network or to defeat or overcome any encryption and/or other technical protection methods implemented by eLearninga-z.com with respect to the LMS and/or data transmitted, processed or stored content by us or other users of the LMS and courses,
  • (iv) you will not take any steps to interfere with or in any manner compromise any of our security measures, any other individual’s or entity’s computer on the Network and/or otherwise sharing Services,
  • (v) you will always provide and maintain true, accurate, current and complete information as requested by eLearninga-z.com, and
  • (vi) you will only use the LMS and courses on a computer on which such use is authorized by the computer’s owner.

(b) You agree that you will not use any automatic or manual device or process to interfere or attempt to interfere with the proper working of the LMS and courses, Network or Services, except to remove the LMS and courses from a computer of which you are an owner or authorized user in a manner permitted by this Agreement. You may not violate or attempt to violate the security of the LMS and courses, Network or Services. We reserves the right to investigate occurrences which may involve such violations, and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations.

(c) If eLearninga-z.com has reasonable grounds to suspect that your representations, warranties or promises are inaccurate or breached, we may terminate this license, deny any or all use of the LMS and courses and/or Services, and pursue any appropriate legal remedies.

7. INDEMNITY.

You agree to indemnify, hold harmless and defend eLearninga-z.com and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents and network service providers at your expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by eLearninga-z.com arising out of or relating to your (a) violation or breach of any term of this Agreement or any policy or guidelines referenced herein, or (b) use or misuse of the IE Software and/or Services.

8. LIMITATION OF LIABILITY.

(a) IN NO EVENT SHALL ELEARNINGA-Z.COM, ITS AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR NETWORK SERVICE PROVIDERS BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OR OTHER THEORY), FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, SERVICE INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE IE SOFTWARE OR THE SERVICES, EVEN IF IE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. GENERAL PROVISIONS.

eLearniga-z.com reserves all rights not expressly granted herein. We may modify this Agreement at any time by providing such revised Agreement to you or posting the revised Agreement on its website. Your continued use of the LMS and courses and/or Services shall constitute your acceptance of such revised Agreement. Nothing in this Agreement shall constitute a partnership or joint venture between you and eLearninga-z.com. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect. The failure of eLearninga-z.com at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. The terms set forth in this Agreement, including terms and conditions posted on our website, and any related service agreements constitute the final, complete and exclusive agreement with respect to these of our LMS, Courses and Services and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms. eLearninga-z.com may at its sole discretion assign this Agreement to a subsidiary or sister company, without giving prior notice.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CONTINUING TO INSTALL AND/OR USE THE LMS AND/OR COURSES, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO IE THE RIGHTS SET FORTH HEREIN.