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LMS365
END USER LICENSE AGREEMENT

IMPORTANT—READ CAREFULLY: This End User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and ELEARNINGFORCE International and its subsidiaries (collectively, “ELEARNINGFORCE”) for “LMS365” which includes computer software and may include associated media, printed materials, and “online” or electronic documentation (collectively “Licensed Software”). The Licensed Software also includes any updates and supplements to the original Licensed Software which may be made available to you by ELEARNINGFORCE. By accepting this EULA, or accessing or otherwise using the Licensed Software, you agree to be bound by the terms of this EULA for this Licensed Software, or, if you have entered into a separate written license agreement with ELEARNINGFORCE regarding the Licensed Software, you agree to be bound by the terms of such agreement.

If you do not agree to the terms of this EULA, do not install, access or use the Licensed Software.


The Licensed Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Licensed Software is licensed, not sold.

1. Grant of License

Under this EULA, ELEARNINGFORCE grants to you a non-exclusive license to use the version of the Licensed Software made available to you by ELEARNINGFORCE, solely for your internal business. Your use of the Licensed Software shall be in accordance with this EULA and the documentation for the Licensed Software as provided. All rights not expressly granted in this EULA are reserved by ELEARNINGFORCE.

2. Other Rights and Limitations

Limitations on Reverse Engineering, Decompilation, and Disassembly. You shall not cause or permit the reverse engineering, decompilation, or disassembly of the Licensed Software or any portion thereof, except and only to the extent that such activity is expressly permitted by applicable law.

Marks. This EULA does not grant you any rights in connection with any trademarks or service marks of ELEARNINGFORCE. You shall not remove or modify any Licensed Software markings or any notice of ELEARNINGFORCE’s proprietary rights.

Third Party Use. You shall not rent, lease or lend the Licensed Software, or make the Licensed Software available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted in writing by ELEARNINGFORCE).

Benchmarks and Competitive Use. You shall not disclose results of any Licensed Software benchmark tests without ELEARNINGFORCE’s prior written consent. The Licensed Software may not be used for purposes of competitive analysis or development of a competitive product.

Proprietary Rights. All rights, title, interest and copyrights in and to the Licensed Software are owned by ELEARNINGFORCE or its licensors. All title and intellectual property rights in and to the content which may be accessed through use of the Licensed Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. If the Licensed Software contains documentation which is provided only in electronic form, you may print one copy of such electronic documentation.

3. Disclaimer of Warranties

The Licensed Software is made available to you “as is” with no warranty of any kind. ELEARNINGFORCE AND ITS LICENSORS EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

4. Limitation of Liability

NEITHER ELEARNINGFORCE NOR ITS LICENSORS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA OR DATA USE, ARISING FROM THIS EULA OR FROM THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE, EVEN IF ELEARNINGFORCE OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ELEARNINGFORCE’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS EULA, OR THE USE OF THE LICENSED SOFTWARE, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE FEES YOU PAID TO ELEARNINGFORCE FOR THE DEFICIENT LICENSED SOFTWARE UNDER THIS EULA. Except for actions relating to death or personal injury to persons caused by the negligence of ELEARNINGFORCE, no action, regardless of form, arising out of or relating to this EULA or the Licensed Software may be brought by you against ELEARNINGFORCE more than two years after the cause of action has accrued.

5. Termination

This EULA and your license to use the Licensed Software shall terminate automatically if you fail to comply with the terms of this EULA. No notice will be required by ELEARNINGFORCE to effect a termination. If you are in default of this EULA, or if the EULA is terminated, you may no longer use the Licensed Software. Notwithstanding anything to the contrary, your license to the Licensed Software will terminate immediately if you become insolvent or bankrupt or enter into any arrangement or composition with your creditors or if a receiver, trustee or administrator is appointed to operate or otherwise direct your business or assets. Provisions of this EULA which survive termination or expiration include those relating to limitation of liability, infringement indemnity, and others which by their nature are intended to survive.

6. Indemnification

You will defend, indemnify and hold ELEARNINGFORCE and its licensors harmless against: (a) any claims or actions by any third party (including any of your customers) in connection with the Licensed Software or your use thereof, or this EULA; and (b) any loss or damage arising from a breach by you of this EULA, or any action of any of your agents or contractors with respect to the Licensed Software for which you are responsible under this EULA.

7. Governing Law and Jurisdiction

This EULA is governed by the laws of Denmark, and both you and ELEARNINGFORCE agree to submit to the exclusive jurisdiction of the courts located in Denmark in any dispute arising out of or relating to the Licensed Software or this EULA.

8. Other

Export Restrictions. You acknowledge that the Licensed Software is subject to E.U. export jurisdiction. You shall comply with all applicable international and national laws that apply to the Licensed Software, including the E.U. Export Regulations, as well as end-user, end-use and destination restrictions issued by E.U. and other governments.

Transfer Restrictions. You shall not assign or otherwise transfer this EULA or any portion of the Licensed Software, or any interests in any of the foregoing, without ELEARNINGFORCE’s prior written consent. For purposes of this EULA, a merger, consolidation or other corporate reorganization or a transfer or sale of a controlling interest in your stock, or all or substantially all of your assets, shall be deemed to be an assignment. This EULA will inure to the benefit of and be binding upon the parties, their successors, administrators, heirs and permitted assigns.

Entire Agreement. This EULA and the information which is incorporated into this EULA by written reference is the complete agreement for the Licensed Software provided to you, and this EULA supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Licensed Software. THE TERMS OF THIS EULA SHALL SUPERSEDE THE TERMS CONTAINED IN ANY PURCHASE ORDER OR OTHER NON-ELEARNINGFORCE ORDERING DOCUMENT OR CORRESPONDENCE, REGARDLESS OF WHEN SUCH ORDERING DOCUMENT IS RECEIVED OR IF ELEARNINGFORCE SIGNS SUCH ORDERING DOCUMENT, AND NO TERMS INCLUDED IN ANY SUCH PURCHASE ORDER OR OTHER NON-SOURCECODE ORDERING DOCUMENT OR CORRESPONDENCE SHALL APPLY TO SOURCECODE OR TO THE LICENSED SOFTWARE. If any term of this EULA is found to be invalid or unenforceable, the remaining provisions will continue in effect. Any notice required under this EULA shall be provided to the other party in writing.

© Copyright 2016, ELEARNINGFORCE International ApS. All rights reserved.