Terms & Conditions
Scope of Use-License
All Materials provided to you by IPCed are owned solely by IPCed and IPCed’s licensors. The Materials are licensed, not sold. The Materials are protected by U.S. and international copyright law and treaties as well as other intellectual property laws and treaties. Subject to your compliance with these Terms and Conditions of Use and the payment of the applicable license fee, IPCed hereby grants you a limited, royalty free, nonexclusive, personal and nontransferable license for use of the Materials solely for the purpose of providing training in the field of caregiving by a single person or single computer, such as a workstation, terminal or other device. DVDs may be played on a TV or projection device viewed by multiple individuals at the same location. You may not make the Materials available over a network where it could be used by multiple devices at the same time; you may access the Materials through a network only if you have obtained an individual license for each person who will access the Materials through the network. One license is required for each individual user, except as provided for DVDs. Except as specifically provided in paragraph 3, you may make a single (one) backup copy of the Materials in machine-readable form for backup purposes only, as long as the backup copy includes all copyright or other proprietary notices contained in the original. Your right to use the Materials is limited, personal, non exclusive, not transferable to third parties without prior written permission from IPCed and may be revoked by IPCed in the event you violate these Terms and Conditions of Use.
The Materials constitute trade secrets and confidential information of IPCed and its licensors. These terms and conditions are for internal business purposes only and ends on the termination of this Agreement. On termination of this Agreement, you must discontinue use of the Materials and destroy or return all copies of the Materials to IPCed.
You agree not to modify or create derivative works of the Materials, remove or alter any copyright or other proprietary rights notices included in or affixed to the Materials. Any duplication, editing, alteration, translation, reverse engineering, uploading, posting, transmitting, distributing, sublicensing, lending, adaptation, use of the Materials after termination or expiration of this Agreement (except pursuant to another valid license), access, attempt to access, decrypt, use or disclosure of any Material’s source code, and/or copying of any IPCed product is expressly prohibited, except for a single backup copy or as specified herein. The following and specified Materials may
be copied by you, solely for use by students or class participants enrolled in your organization’s training programs: 1) Student handouts; 2) Key points and definitions documents; 3) Student Resource documents; 4) DVD/video notes; 5) Other student materials or handouts; 6) Class evaluation forms; 7) tests; 8) the Certificates of Completion. In the event IPCed revokes your right to use the Materials as a result of your violation of these Terms and Conditions of Use, you agree to immediately cease all use of the Materials and return them to IPCed.
You acknowledge and agree that IPCed, its licensors and their successors and assigns are the sole and exclusive owner of all rights, title, interest and intellectual property rights in the Materials, including, but not limited to all copyrights, trade secrets, trademarks, methods, processes, know-how, inventions and all modifications, updates, revisions and derivative works of the Materials, and that no rights in such intellectual property are assigned to you by IPCed. Other than the limited license to use the Materials explicitly set forth in these Terms and Conditions, no interest or rights or licenses to the Materials are granted to you and no interest in or rights to the Materials shall inure in or accrue to you, whether by implication, estoppel or otherwise. All rights of whatever kind in the Materials that are not expressly granted hereunder are entirely and exclusively reserved to and by IPCed, its licensors and their successors and assigns.
Disclaimer of Warranty
THE MATERIALS AND TRAINING PROGRAM ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. IPCed EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. IPCed DOES NOT GUARANTEE ANY RESULTS, NOR DOES IT WARRANT THAT THE MATERIALS OR TRAINING PROGRAM WILL MEET YOUR NEEDS OR THE NEEDS OF CAREGIVERS OR THEIR CLIENTS.
Limitation of Liability
YOU AGREE THAT THE LIABILITY OF IPCED AND ITS LICENSORS FOR DEFECTIVE MATERIALS IS LIMITED TO IPCED’S OBLIGATIONS UNDER THIS AGREEMENT. IN NO EVENT WILL THE LIABILITY OF IPCED OR ITS LICENSORS FOR THE USE OR INABILITY TO USE THE MATERIALS OR FOR BREACH OF THIS AGREEMENT EXCEED THE AMOUNT OF THE LICENSE FEE FOR THE MATERIALS TO WHICH THE CLAIM RELATES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL IPCED OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOST OR DAMAGED DATA, SUBSTITUTE GOODS, LOST PROFITS, INTERRUPTION OF BUSINESS, OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY, OR ANY OTHER LEGAL THEORY. IN NO EVENT WILL IPCED’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00). YOU AGREE THAT THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS ITS ESSENTIAL PURPOSE.
IPCed is not obligated to provide to you any updates or revisions to the Materials. Any new, revised or updated Materials must be obtained pursuant to a separate and valid license agreement.
This Agreement will commence at the time you accept this Agreement by clicking the “Accept” button and will continue until terminated. Either party may terminate this Agreement immediately on the other party’s breach of any term of this Agreement and failure to fully remember the breach within 10 days of receiving notice of the breach. On termination of this Agreement for any reason, you must immediately cease all use of the Materials in any form and immediately return or destroy all copies of the Materials in your possession or control. Except as otherwise stated in this Agreement, any provisions in this Agreement that by their sense and context are intended to survive the termination of this Agreement will survive such termination. Notwithstanding the foregoing, any cause of action that IPCed may have against you for breach of this Agreement before the date of termination will survive such termination.
U.S. Government Restricted Rights
The Materials are “Commercial Items,” as that term is defined at 48 CFR §2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as those terms are used in 48 CFR §12.212 or 48 CFR §227.7202, as applicable. Consistent with 48 CFR §12.212 or 48 CFR §§227.7202-1–227.7202-4, as applicable, the commercial computer software and commercial computer software documentation are licensed to U.S. government end users (a) only as commercial items and (b) with only the same rights as are granted to all other end users pursuant to the terms and conditions set forth in this Agreement. Unpublished rights are reserved under the copyright laws of the United States.
You may not use or otherwise export or re-export the Materials except as authorized by United States law and the laws of the jurisdiction in which the Materials were obtained. In particular, but without limitation, the Materials may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Materials, you represent and warrant that you are not located in any such country or on any such list.
IPCed’s return policy is to accept return Product within fifteen (15) days of the date of sale provided that the Product, in IPCed’s determination, is unopened, undamaged and saleable. A restocking fee may be charged for returned items.
No failure or delay in exercising on the part of IPCed any right or remedy hereunder shall operate as a waiver of that remedy, nor shall any single or partial exercise of any right or remedy prevent any further exercise of that remedy or any other. If any provision of these Terms and Conditions of Use is or becomes illegal or unenforceable in any respect, it shall not affect the legality, validity or enforceability of the remaining provisions. These Terms and Conditions of Use will be governed by the laws of the State of Oregon without application of Oregon conflicts of law principles. You consent to the exclusive jurisdiction of the state and federal courts in Clackamas County, Oregon for any dispute related to these Terms and Conditions of Use. You agree that the remedy at law for any breach or threatened breach of these Terms and Conditions of Use by you would, by its nature, be inadequate and that in that event IPCed shall be entitled, in addition to damages, to a restraining order, temporary or permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or providing that any monetary damage has been sustained. These Terms and Conditions of Use supercede all prior or contemporaneous agreements, understandings, or representations with respect to the Materials and represents the entire agreement between the parties with respect to said Materials. These Terms and Conditions of Use may not be modified or amended except in writing by IPCed.