End-User Licensing Agreement (EULA)

IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS — USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY. BY ACCESSING THE TRAINED TRAINING PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND THE TERMS AND CONDITIONS, AND AGREE TO BE BOUND BY THE AGREEMENT.

This Agreement constitutes a legal agreement between you and trainED, a division of Gray Plant Mooty, P.A. (“trainED”). Its terms and conditions govern your use of certain online training modules (“Training Program”).

1. License Grant. trainED hereby grants to you a limited, non-exclusive, non-sublicensable license to access one training module in the Training Program for viewing only. You may not, nor cause or permit any other person to, reproduce, download, disseminate, disassemble, decompile, reverse engineer, translate, sell, manufacture, sublicense, distribute, transfer, modify, adapt, creative derivative works from the Training Program.

2. Ownership. trainED is and remains the exclusive owner of all right, title, and interest (including copyright, patent, trade secret and other proprietary rights) in and to the Training Program. Nothing in this Agreement will be construed as granting you any title or interest in or to the Training Program. You agree not to contest the validity of trainED’s rights or to perform any act adverse to trainED’s rights.

3. User Information and Passwords. You will be asked to provide certain information to gain access to the Training Program. You agree that the information you provide is true, accurate and complete and that you will not register under a name of, or attemt to enter or use the Training Program under a name or ID that is not your own. You agree that it is your responsibility to maintain your access to the Training Program and keep your password and other information you provide confidential. You agree to immediately notify trainED or your institution if there is any known or suspected unauthroized use of your password or the Training Program.

4. Confidentiality. Any information or materials provided by trainED to you, including, without limitation, the training modules and the Training Program, will be considered confidential and proprietary information (“Confidential Information”). You agree to protect the Confidential Information from unauthorized use or disclosure and agree not to disclose to any third party such Confidential Information except as expressly permitted under this Agreement. Information will not be considered Confidential Information if it (a) is or becomes publicly known without your fault, breach of contract or negligence, or (b) is lawfully disclosed to you by a third party who is not subject to any duty of confidentiality.

5. NO WARRANTY; LIMITATION OF LIABILITY. THE TRAINING PROGRAM IS PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TRAINED AND YOUR INSTITUTION WILL NOT BE RESPONSIBLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR OTHER MONETARY LOSS, ARISING OUT OF PERFORMANCE OF SERVICES OR FAILURE TO PERFORM OR DUE TO THE FAILURE OR POOR PERFORMANCE UNDER THIS AGREEMENT, WHETHER OR NOT ANY SUCH FAILURES OR CA– USES ARE WITHIN TRAINED’S OR YOUR INSTITUTION’S CONTROL OR DUE TO NEGLIGENCE OR OTHER FAULT OF THE PARTY, ITS AGENTS, AFFILIATES, EMPLOYEES OR OTHER REPRESENTATIVES.

6. Termination. trainED may terminate your access to and use of the Training Program at any time, with or without cause, and without notice. In addition, this Agreement will automatically terminate if you violate its terms. Upon termination of this Agreement, your limited license to use the Training Program will automatically terminate and you must destroy any copy you have of the Training Program or any of its components. Sections 2-6 of this Agreement will survive the termination or expiration of the Agreement.

7. General Provisions. trainED is not liable for any loss, damage, delay or failure to perform in whole or in part resulting from causes beyond its control, including, but not limited to, fires, earthquakes, strikes, delays in transportation, or requirements of any governmental authority. This Agreement constitutes the entire agreement between you and trainED and may be amended by trainED by providing written notice to you. trainED may assign this Agreement at its discretion. This Agreement is governed by the laws of the State of Minnesota, excluding its choice of law rules. Any claim arising from or related to this Agreement must be brought in state or federal courts located in Minneapolis, Minnesota.