END USER LICENSE
UNITED STATES

THIS END USER LICENSE ("LICENSE") IS AN AGREEMENT BETWEEN YOU, THE END-USER ("CUSTOMER") AND DIGITAL MENTORS LIMITED ("THE LICENSORS") GOVERNING YOUR RIGHTS TO USE THE LICENSED CONTENT. "LICENSED CONTENT" MEANS THE LICENSORS E-LEARNING COURSES INCLUDING SOFTWARE IN OR AVAILABLE ON THE LICENSORS ONLINE UNIVERSITY WEBSITE(S). IF YOU ACCEPT THESE TERMS AND CONDITIONS PLEASE CLICK "I ACCEPT" BELOW. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS PLEASE CLICK "I DO NOT ACCEPT" BELOW.

Subject to the terms of this License, the Licensors grant to Customer a personal, non-exclusive license to Use (as defined below) the Licensed Content for a period of [one hundred and eighty days]. "Use" is limited to viewing and interacting of the Licensed Content by you for Customer's internal business purposes and does not include the rental, lease, sublicensing, or lending of the Licensed Content. Authorized Use shall not include the provision of services by Customer utilizing the Licensed Content.

Customer is granted no title or ownership rights in or to the Licensed Content or any copies thereof, in whole or in part, and Customer acknowledges that title to the Licensed Content and any copies thereof and to all copyrights, patents, trade secrets and any other intellectual property rights to and in the Licensed Content and associated documentation are and shall remain the property of the Licensors.

The Licensed Content contains "trade secrets" of Licensors. Such trade secrets include, without limitation, the specific design, structure and logic of certain software in the Licensed Content, its interaction with other portions of the Licensed Content and the programming techniques employed. In order to maintain the trade secret status of the information contained within the Licensed Content, the Licensed Content is licensed to Customer in object code form only.
The Licensors may audit by remote polling or other reasonable means to determine Customer's activation or usage levels for Licensed Content.

Customer shall:
1. Hold the Licensed Content in confidence for the benefit of the Licensors using no less a degree of care than it uses to protect its own confidential and valuable information of similar nature but not less than a reasonable degree of care;
2. Issue instructions to Customer's authorized employees, agents, and/or representatives to whom Licensed Content is disclosed, advising them of the confidential nature of the Licensed Content and provide them with a summary of the requirements of this License; and
3. Upon termination of this License destroy all copies of the Licensed Content and associated documentation to the extent that is in hard copy format.

Customer shall not:
1. Use the Licensed Content for any purpose other than Customer's own internal business purposes; and b) other than as provided by this License;
2. Allow anyone other than Customer's authorized employees, agents and/or representatives who need to Use the Licensed Content in connection with Customer's rights or obligations under this License to have physical access to the Licensed Software;
3. Make any copies of the Licensed Content;
4. Make any modifications, enhancements, adaptations, derivative works, or translations to or of the Licensed Content;
5. Reverse engineer, disassemble, reverse translate, decompile, or in any other manner decode the software in the Licensed Content in order to derive the source code form or for any other reason;
6. Make full or partial copies of any associated documentation or other printed or machine-readable matter provided with the Licensed Content unless the same has been supplied by the Licensors in a form intended for reproduction;

Licensor shall provide all relevant technical support to Customer in respect of the installation and running of the Licensed Content. Such support will be by both email and telephone. The Licensors shall promptly provide all necessary support, as is reasonable, to Customer if it is unable or has difficulty in accessing the Online University website(s) or webpages contained therein, or is unable or has difficulty in utilizing the Online University or any eLearning Course contained therein.

The Licensors will ensure that an applicable designated subject matter expert will be available during such expert's normal business hours via email to handle any content questions arising from the eLearning Course by Customer. Queries made by Customer will be responded to by the end of the next business day for the subject matter expert during the working week (Monday to Friday, but excluding holidays).

Neither this License nor any rights acquired by Customer through this License are assignable. Any attempted assignment of rights or other transfer of the Licensed Content shall be void and conclusively presumed a breach of this License.

If the Licensors a) claims a breach of this License; and b) provides written notice of such claimed breach to Customer; and c) such claimed breach remains uncorrected more than fourteen (14) days following Customer's receipt of such written notice, then this License may be immediately terminated by the Licensors without prejudice to any other rights and remedies that the Licensors may have at law or equity.

Customer's obligations to hold the Licensed Content in confidence and to otherwise protect the Licensors' trade secrets and other proprietary rights in the Licensed Content, as provided in this License, shall survive the termination of this License.

THE LICENSED CONTENT IS PROVIDED BY THE LICENSORS "AS IS." WITH RESPECT TO THE LICENSED CONTENT, THE LICENSORS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ALL WARRANTIES AND CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

IN NO EVENT WILL THE LICENSORS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO OR THROUGH CUSTOMER FOR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS OR BUSINESS INFORMATION, BUSINESS INTERRUPTION, OR OTHER ECONOMIC DAMAGE, AND FURTHER INCLUDING INJURY TO PROPERTY, AS A RESULT OF USE OR INABILITY TO USE THE LICENSED CONTENT OR BREACH OF ANY OTHER TERM OF THIS LICENSE, REGARDLESS OF WHETHER THE LICENSORS WERE ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.

"The Licensors" means DigitalMentors Limited and the rights and obligations arising under this License shall be construed in accordance with the laws of Ireland without reference to any conflict of law provisions. If for any reason a court of competent jurisdiction finds any provision of this License or portion thereof to be unenforceable, such provision of this License shall be enforced to the maximum extent permissible so as to effect the intent of the parties and the remainder of this License shall continue in full force and effect.

This License constitutes the entire agreement between the Licensors and Customer with respect to the rights and obligations set forth herein and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of the Licensors.