The Passage Group License Agreement
Carefully read the terms and conditions of this license agreement before ordering any Passage Group Product. By placing an order in any manner, you indicate your agreement with the terms and conditions of this agreement. If you do not agree with its terms and conditions, please do not order any Passage Group Product.
Terms and Conditions
This legal document is an agreement between the legitimate purchaser of a Passage Group Product hereinafter referred to as "licensee/purchaser", and The Passage Group, Incorporated.
1. This agreement applies to any product produced and distributed by the Passage Group, Incorporated.
2. The license agreement is the entire and sole understanding between The Passage Group and the licensee/purchaser with respect to the Passage Group's products and documentation. It supersedes all prior understandings or communications, whether written or oral.
3. The copyright on the The Passage Group's product(s) and documentation and all further intellectual rights of The Passage Group remain its exclusive property. In consideration of payment of the license fee or purchase price, The Passage Group only grants the licensee/purchaser, under the terms and conditions of this agreement, the right to use The Passage Group's product(s) and documentation.
4. The licensee shall abstain from reproducing, electronically transferring, copying, translating, modifying or otherwise changing any part of the The Passage Group's product or documentation, except in so far as the Passage Group grants such permission in writing. He may be held responsible for any infringement of intellectual rights caused or made possible by his failure to abide by the terms of this agreement.
5. This agreement is effective until terminated. The agreement terminates automatically without notice from The Passage Group if the licensee/purchaser fails to comply with any provision of this agreement. Upon termination he shall destroy all copies of the The Passage Group's product and documentation or alternatively return the same to The Passage Group.
6. The Passage Group does not warrant that the The Passage Group's product will run without interruptions or that it will be free from errors nor that all discovered errors shall be corrected. All The Passage Group's products and documentation are delivered as such without any express or implied warranty. In particular, The Passage Group does not warrant its merchantability or fitness for any particular purpose. In no event shall The Passage Group be liable for any direct or indirect, incidental or consequential damages caused by the The Passage Group's product or documentation.
7. The Passage Group's may create upgraded versions of the The Passage Group's product and documentation. The Passage Group's will make such updates available to licensees/purchaser who have paid the update fee.
8. In the event that a claim is filed in a court of competent jurisdiction alleging that the The Passage Group's product, its related documentation, its trademarks, its copyrights and its trade names used within the scope of the license granted hereunder directly infringes any copyright or trade secret of any third party ("infringement action"), The Passage Group shall indemnify, defend and hold the licensee/purchaser harmless from and against such infringement action and any and all costs, damages, penalties and expenses, including reasonable attorneys' fees, finally resulting from or awarded in actions attributable to such claim, provided _that (a) the licensee/purchaser promptly notifies The Passage Group in writing of the existence of such infringement action when the licensee becomes aware of such infringement action, (b) The Passage Group has control of the defense of such infringement action and all related settlement negotiations, and (c) the licensee/purchaser provides all reasonable assistance and cooperation in such defense. In the event of an infringement claim for which The Passage Group is obligated to indemnify the licensee, The Passage Group. may, at its sole discretion, (i) obtain a license that allows the licensee to continue using the The Passage Group product, or (ii) replace or modify the The Passage Group product so as to be non-infringing in a manner that does not materially affect its functionality. The foregoing represents The Passage Group's sole responsibility to the licensee/purchaser in the event of a third-party infringement claim of any kind, and it is agreed that The Passage Group will have no responsibility or liability whatsoever in connection with any third party patent claims. In any case, the yearly maximum amount of indemnification will not exceed the amount of license fee or purchase amount received by The Passage Group. from the licensee/purchaser according to this present agreement.
9. Notwithstanding the foregoing, The Passage Group shall have no responsibility for claims arising solely as a result of the public or private presentation made by the licensee/purchaser to The Passage Group product.
10. Return Policy: Because the Passage Group's Products consist primarily of Intellectual property contained in written or electronic media both of which are readily duplicated, The Passage Group can accept no return of its products under any circumstances except as noted below:
Period of Review For Approval: Institutional Licensee/Purchasers of any video based Training System shall have thirty days from the date of receipt to review the content and presentation for approval. In the event that the Institutional Licensee/Purchaser desires to return the product, it must be in its entirety and at the Institutional Licensee/Purchaser's expense.
11. Exchange Policy In The Event Of Media Malfunction: The Passage Group will exchange a defective product for an identical product in the event that the electronic media, DVD, CD, or electronic download, fails to function in a player of the appropriate format within 30 days of delivery to the licensee/purchaser. Licensee/purchaser is obligated to notify The Passage Group of such malfunction upon discovery. The Passage Group will pay the shipping charges on the replacement media at the regular ground transportation rate. Any upgrade shipping charges such as Priority, Express, or Overnight charges will be paid by the licensee/purchaser
