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Commercial License
By clicking the Submit button on the Lezage Training Center distribution partner
registration page, you warrant that you have read and understand the terms and
provisions of this Commercial License, and that you have the authority to bind your
company to, and that your company will be bound by, this Commercial License.
If you do not have the authority to bind your company to this Commercial License,
or your company refuses to be bound by the terms and provisions of this
Commercial License, exit this web site and Contact Us.
For the following and remaining terms and provisions, "you" and "your" is
hereinafter deemed to include the person who agreed to this Commercial License
and the company that he/she represents at the time of such agreement.
Ownership and Confidentiality
You acknowledge and agree that the Lezage Training Center ("LTC") is compiled,
prepared, selected, and arranged by Lezage, L.L.C. ("Lezage") through the
expenditure of substantial time, effort, and money and that it constitutes valuable
property of Lezage, and that you shall refrain from sharing any information relative
to LTC with any party other than a current client of your company that you
reasonably believe is not a safety, health, and/or environmental publisher, service
provider, or vendor, or otherwise a competitor of Lezage.
You acknowledge and agree that all proprietary rights in LTC shall remain the
property of Lezage, and you further agree that all proprietary rights in the
courseware, which constitute a part of LTC, remain the property of Business &
Learning Resources, Inc. ("BLR"), or, and where indicated, Lezage.
You acknowledge and agree that LTC and all its components are copyrighted, and
you shall take reasonable steps to safeguard against any copyright infringement by
you or your clients.
This provision shall survive any termination of this Commercial License.
Scope of Use/Restrictions
You acknowledge and agree that LTC will only be used for the benefit of your
company and its commercial clients, and that such use by your commercial clients
is limited to training their employees (full, part-time, and temporary), and as such,
and subject to the terms and conditions of this Commercial License and good and
valuable consideration, Lezage grants your company a limited license to access and
use LTC and to sublicense the foregoing license to your clients as provided herein.
You understand that Lezage will provide you with materials which can be used to
promote, sell, and otherwise provide LTC to your clients, and you acknowledge and
agree that any changes to these materials which do or may alter the accuracy of
the materials must be pre-approved by Lezage. All such alterations must be
provided to mgallutia@lezage.com for approval prior to use.
As a Commercial License holder, you may not, and you may not permit others to:
(a) disassemble, decompile, alter, or otherwise derive content or source code from
LTC; (b) use LTC in any manner that infringes the intellectual property or other
rights of any party; (c) use LTC to prepare work products for any other party; (d)
provide or sell access to LTC to any of your clients for use in a location outside the
United States or Canada; (e) allow any client with 1,000 or more employees to use
LTC without Lezage’s express permission and your payment of an additional license
fee as determined at the sole discretion of Lezage; (f) alter, modify, customize,
translate, or change in any fashion, the content, images, graphics, audio, video,
text or code of any courseware within LTC, in part or in its entirety, without
advance written permission from Lezage; and (g) you may not allow others to
access LTC using your login credentials.
This provision shall survive any termination of this Commercial License.
Disclaimer
Due to the constantly changing nature of government regulations, it is impossible
to guarantee the total and absolute accuracy of the material, courseware, etc.
contained in the LTC service, and Lezage and BLR cannot and do not assume any
responsibility for omissions, errors, misprinting, or ambiguity contained in the LTC
service. Lezage and BLR shall not be held liable in any degree for any loss, damage,
or injury caused by any such omission, error, misprinting, or ambiguity present in
the LTC service.
The LTC service is designed to provide reasonably accurate and authoritative
information in regard to the subject matter covered. It is made available with the
understanding that neither Lezage nor BLR are engaged in rendering legal,
accounting, or other professional service. If legal advice or other expert service is
required, the services of a competent professional should be sought.
Limited warranty and limitation of liability
Lezage warrants that it has the authority to convey the rights which are the subject
of this Commercial License. As used below, Protected Parties means: (a) Lezage
and BLR and their affiliates and any of their officers, directors, members,
employees, subcontractors, agents, successors, or assigns.
LTC is provided on an "as is", "as available" basis. The Protected Parties expressly
disclaim all other warranties, express or implied, including the implied warranties of
merchantability and fitness for a particular purpose. The Protected Parties shall not
be liable for any loss, injury, claim, liability, or damage including, but not limited to,
indirect, incidental, consequential, special, or exemplary damages of any kind
resulting in any way from: any errors in or omissions from LTC or any materials
available or not included therein, the unavailability or interruptions of LTC or any
features thereof, your use of any equipment in connection with LTC, and the
content of materials or any delay or failure in performance beyond the reasonable
control of a Protected Party.
If the foregoing limitations are held to be unenforceable, the Protected Parties'
maximum liability to you, the Commercial License holder, shall not exceed the
amount of the annual Commercial License fee you most recently paid to Lezage.
The remedies available to you under this agreement are exclusive.
Some states do not allow the limitations or exclusion of implied warranties, so
these, or other exclusions, may not apply to you.
This provision shall survive any termination of this Commercial License.
Termination, Renewals, Amendments
* Effective Date. This Commercial License becomes effective when you indicate
acceptance of the Commercial License terms by completing the Lezage Training
Center distribution partner registration form and clicking the "Submit" button. Any
changes to this Commercial License will be announced to you through any
communication, e.g., the Lezage partner newsletter, and if you don’t object in
writing within ten (10) days of receipt of said communication, the changes will
become effective as of the announcement date.
* Term. The term of this Commercial License is twelve (12) months. Should
you choose to terminate this Commercial License, Lezage, in its sole discretion, will
determine the amount of refund, if any, due to you. When the Commercial License
terminates, or you do not renew the Commercial License, any information you or
your clients have entered into LTC may no longer be accessible to you or your
clients, and Lezage does not guarantee that such information will be maintained or
archived for access.
* Renewal. This Commercial License shall renew automatically for twelve (12)
month periods, and you agree to pay the annual Commercial License fee at least 15
days in advance of the commencement of the renewal period.
* Non-renewal. If you choose not to renew the Commercial License, you must
notify Lezage at least 45 days in advance of the commencement of the renewal
period. This notification must be sent to mgallutia@lezage.com.
* Access. Continued access to LTC, in this first and subsequent Commercial
License terms, is subject to payment of the annual Commercial License fee as
determined by Lezage. The amount of the first and any subsequent annual
Commercial License fee will be established in Lezage’s sole discretion. The
Commercial License fee is based, in part, on an assumption that client usage will be
approximately 10% of your commercial client count, and usage in excess of this
figure may result in a fee increase.
* Notwithstanding any of the above: At Lezage's sole discretion, Lezage may
terminate this Commercial License on ten (10) days notice (via email or otherwise)
to you: (a) should LTC content or any component thereof no longer be available for
whatever reason; (b) if Lezage believes you have violated the terms or abused the
intent of this Commercial License, provided that Lezage has provided you notice of
such violation and you have failed to cure the violation within thirty (30) days
receipt of such notice; or (c) if you commit any fraud or material misrepresentation
in any respect or manner, or (d) if BLR so directs. Termination under subsections
(b), (c), and (d) does not entitle you to a refund of any Commercial License fees.
In the event termination occurs under subsection (a), you shall receive a refund of
any pre-paid fees prorated for the balance of the term.
Agreement Binding On Successors
This Commercial License shall be binding on and shall inure to the benefit of you
and Lezage, and our respective heirs, administrators, successors, and assigns.
Waiver & Severability
No waiver by Lezage or any default shall be deemed as a waiver of any prior or
subsequent default of the same or other provisions of this Commercial License.
If any provision of this Commercial License is held invalid or unenforceable by a
court of competent jurisdiction, that provision will be enforced to the maximum
extent permissible, and the other provisions of this Commercial License will remain
in full force and effect.
Assignability
This Commercial License and the rights and obligations hereunder may not be
assigned by any act or by operation of law, including, but not limited to,
bankruptcy, assignment for benefit of creditors, collateral for a loan or satisfaction
of a loan, without the prior written consent of Lezage; provided, however, that this
Commercial License and the rights and obligations hereunder shall be freely
assignable by Lezage.
Relationship
Nothing in this Commercial License shall be deemed to create a relationship of
partners, joint venturers, employer-employee, master-servant, or franchiser-
franchisee between the parties. Neither party to this Commercial License may
obligate the other to any expense or liability except upon the written consent of the
other.
Delay Is Not Waiver
No failure of either party to exercise or enforce any of its rights under this
Commercial License will act as a waiver of such rights.
Jurisdiction
This Commercial License shall be construed, interpreted, and enforced under the
laws of the State of Michigan, and all disputes shall be resolved in the applicable
state courts of Michigan or federal courts with Michigan jurisdiction. The parties
consent to the jurisdiction of such courts, and agree to accept service of process by
mail, and further agree that the venue of all disputes shall be Ingham County,
Michigan.
Integration
This Commercial License is the only agreement between the parties with regard to
the subject matter hereto and shall not be modified or amended except by Lezage.
Title and Headings
The titles and headings to sections in this Commercial License are inserted for
convenience and reference only, and shall not affect the interpretation of this
Commercial License.
Exceptional Circumstances
It is mutually agreed that Lezage shall not be held in default with respect to the
performance of this Commercial License if shortages of materials, labor disputes,
equipment failures, or emergency conditions delay or prevent such performance.
Rev.: 5-2021
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