TRAINING AND EDUCATION PRODUCT LICENSE AGREEMENT FOR FERTILE HEALTH, LLC
Please carefully read the following terms and conditions, which govern this transaction between you and Fertile Health, LLC (“Fertile Health”). You agree to be bound by these terms and conditions by purchasing and taking delivery, either physically or by digital download, of this Product.
“Product” includes without limitation any Fertile Health training or educational materials, whether delivered and accessible electronically via FertileHealthExpert.com (the “Fertile Health Site”) or in printed form. Such materials include but are not limited to, training manuals, slide presentations, videos whether included in slide presentations or offered individually, handouts, brochures, worksheets, audio recordings, Podcasts, and continuing education units.
“You” or “your” refers to the individual or entity who purchases the Product or accepts this Agreement, and no other person or entity.
“Online Learning” or “E-learning” refers to computer-based training which incorporates technologies that support interactivity beyond that which would be provided by a single computer.
“Derivative Works” means a work or works which is based on or incorporates the Product or any part thereof, including without limitation, revisions, modifications, adaptations, condensations, improvements, updates or enhancements.
Fertile Health grants you a limited, non-exclusive, non-transferable, non-assignable license to use the Product in whole or in part. Fertile Health retains complete title to the Product and all updates and subsequent copies of the Product regardless of the media or form in which the copies exist, including copies made in violation of the terms of this Agreement. Each Product transaction is governed by the terms of a single, specific license, which specifically identifies the Product and covers no other Product.
Rights and Restrictions on Use
A. General. By licensing the Product, you agree to use the Product for your personal or business use, including for internal training and educating purposes. You further agree not to re-sell, give away, duplicate or otherwise make the Product available to others. Any purported re-sale, re-publication, distribution, assignment, loan, transfer or sub-license of the Product or any derivative works without the express written consent of Fertile Health is prohibited and void and shall automatically terminate the license granted under this Agreement. You shall not represent that you own or have any proprietary interest in the Product nor that you are an agent or employee of Fertile Health. You shall not display the Product to the public or use it in any commercial capacity without the express written consent of Fertile Health. You agree not to modify, copy or adapt the Product or to create derivative works therefrom, nor file, store or incorporate the Product into any data or information system, nor permit any person to do any of the foregoing.
Derivative Works. The Product may not be used to produce Derivative Works including any form of Online Learning. The Product may not be used to produce another commercial product either for sale, lease, rent or to give away.
Rights of Trainees. Trainees attending training courses where the Product is being used may retain copies of the printed Product for reference purposes only. Electronic versions of the material may not be retained and should not be distributed in any form. The Product may not be re-sold, lent, rented, assigned or transferred to any third-party in any form.
The license is effective indefinitely unless it is terminated as set forth below.
Fertile Health may terminate this Agreement, without further action, upon your breach of any limitation, condition or restriction set forth herein. Upon such termination, all rights hereunder shall cease. All obligations that accrued prior to the termination date and any remedies for breach of this Agreement shall survive any such termination. Upon termination you shall cease using the Product and promptly return it to Fertile Health and destroy all physical and digital copies in your possession or control.
Disclaimer of Warranties and Limitation of Liability
THE PRODUCT IS PROVIDED BY FERTILE HEALTH ON AN “AS IS” AND “AS AVAILABLE” BASIS. FERTILE HEALTH MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF ITS WEB SITE, THE CONTENT OR ACCURACY OF THE PRODUCT, OR THE RESULTS OBTAINED THROUGH USE OF THE PRODUCT. YOU UNDERSTAND AND AGREE THAT YOU USE THE SITE AND THE PRODUCT AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, FERTILE HEALTH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FERTILE HEALTH DOES NOT WARRANT THAT ITS SITE, ITS SERVERS, EMAIL SENT FROM FERTILE HEALTH, PRODUCT DOWNLOADS, OR PRODUCT DELIVERED ON PHYSICAL MEDIA ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FERTILE HEALTH WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF OR THE INABILITY TO USE ITS SITE OR PRODUCT, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL AND CONSEQUENTIAL DAMAGES. RELIANCE ON ANY PRODUCT OR INFORMATION PROVIDED BY FERTILE HEALTH OR BY OTHER USERS OF OR VISITORS TO THE FERTILE HEALTH SITE IS SOLELY AT YOUR OWN RISK. FERTILE HEALTH DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER VISITOR TO THE FERTILE HEALTH SITE, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENT. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON THE FERTILE HEALTH SITE. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CONTACT YOUR DOCTOR OR 911 IMMEDIATELY.
This Agreement constitutes the entire agreement between you and Fertile Health, and all prior agreements, understandings, representations, and statements have been merged herein. This Agreement has the same force and effect as a signed agreement. If any provision of this Agreement is determined to be illegal or unenforceable, such provision will be limited or eliminated to the minimum extent necessary so that this Agreement will remain fully enforceable and effective. This Agreement adopts and incorporates by reference the Disclaimer of Liability published on the Fertile Health Site. If any provision of the Disclaimer of Liability conflicts with any provision of this Agreement, the provision more protective of Fertile Health shall govern. This Agreement may not be modified, and no agreement hereafter made between the parties shall be binding on either party, unless done in writing and signed by the authorized representatives of the parties