(Last updated January 30, 2017)
IMPORTANT - PLEASE READ THESE TERMS OF USE (THE "AGREEMENT") CAREFULLY BEFORE PURCHASING ANY CERTIFICATION EXAM OR MATERIALS MADE AVAILABLE THROUGH THIS WEBSITE (Telerik.com). THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY/ORGANIZATION WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND ("Customer", “Licensee” or "You"), AND TELERIK INC. ("Telerik" or “we"). PLEASE CHECK THE "I HAVE READ AND AGREE" BOX AT THE BOTTOM OF THIS AGREEMENT IF YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CHECKING THE "I HAVE READ AND AGREE " BOX AND/OR BY PURCHASING THE CERTIFICATION EXAM OR MATERIALS OR ACCESSING ANY SERVICES MADE AVAILABLE BY TELERIK THROUGH THIS WEBSITE, YOU ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND IT, (3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND (4) TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR ORGANIZATION, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT COMPANY/ORGANIZATION.
1. License
The certification exam and accompanying materials are licensed, not sold, to You. Your license is subject to Your prior acceptance of these terms, and You agree that these terms will apply to each certification exam or accompanying material that You license through this website. Subject to Your continued compliance with the terms and conditions of this Agreements and payment of any applicable fees, we grant You a worldwide, nonexclusive, nontransferable, revocable, limited license to access, download, and view the certification exam and accompanying materials, strictly subject to and in accordance with the terms of this Agreement. Your failure to comply with these terms will result in automatic termination of this license, without prior notice. Except for the limited license set forth in these terms, Telerik does not grant You any express or implied rights or licenses including with respect to or under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. All rights not expressly granted herein, are reserved by Telerik and/or its licensors.
2. Use Restrictions
(i) You may not access the certification exam or accompanying materials for any purpose other than those permitted hereunder or by any means other than through the “your account” portal of this website.
(ii) The certification exam and accompanying materials may only be accessed, completed, and/or viewed by the Licensee. You may not permit other parties to access, download or view the certification exam or accompanying materials at any time or for any reason.
(iii) You shall not record, reproduce, copy, duplicate, distribute, sell, resell or otherwise intercept or exploit the certification exam or materials provided by Telerik.
(iv) You shall not permit others to record, reproduce, copy, duplicate, download, distribute, sell, resell or otherwise intercept or exploit the certification exam or accompanying materials.
3. Changes
You acknowledge that we may change, update, or discontinue the availability of the certification exam or accompanying materials (or parts thereof) or change the terms and conditions of their use. Telerik shall have no liability to You in such case. Continued use of the certification exam or accompanying materials following any such change constitutes acceptance of the change.
4. Limitation of Liability; No Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TELERIK BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, OR THE SERVICES PERFORMED THEREUNDER. TELERIK'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE SUM OF THE LICENSE FEE'S LICENSEE HAS PAID TO TELERIK FOR THE CERTIFICATION EXAM OR ACCOMPANYING MATERIALS GIVING RISE TO SUCH DAMAGES, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
ALL INFORMATION (INCLUDING INFORMATION PROVIDED IN CERTIFICATION EXAM AND ACCOMPANYING MATERIALS) IS PROVIDED BY TELERIK ON AN "AS IS" BASIS ONLY. TELERIK PROVIDES NO REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE CERTIFICATION EXAM AND ACCOMPANYING MATERIALS IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CERTIFICATION EXAM, ACCOMPANYING MATERIALS AND ANY INFORMATION PROVIDED THEREIN ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND TELERIK HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE CERTIFICATION EXAM, ACCOMPANYING MATERIALS AND ANY INFORMATION PROVIDED THEREIN, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. TELERIK DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE CERTIFICATION EXAM OR ACCOMPANYING MATERIALS, THAT THE INFORMATION CONTAINED IN OR PROVIDED BY THE CERTIFICATION EXAM OR ACCOMPANYING MATERIALS WILL MEET YOUR REQUIREMENTS, THAT THE DELIVERY OF THE CERTIFICATION EXAM OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE CERTIFICATION EXAM, ACCOMPANYING MATERIALS OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TELERIK OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
5. Indemnity
You agree to indemnify, hold harmless, and defend Telerik and its resellers from and against any and all claims, lawsuits and proceedings (collectively “Claims”), and all expenses, costs (including attorney's fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from (i) Your use of the certification exam or accompanying materials (ii) the decisions You make or actions You take based upon the information provided in the certification exam or accompanying materials.
6. Confidentiality
Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to it that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith be recognized and treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement. However, neither party shall have an obligation to maintain the confidentiality of information that (i) it received rightfully from a third party without an obligation to maintain such information in confidence; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; (iii) was known to the receiving party prior to its disclosure by the disclosing party; or (iv) is independently developed by the receiving party without use of the confidential information of the disclosing party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Without limiting the foregoing, Licensee shall treat any source code or trade secrets which may be contained or disclosed in the exam or accompanying materials as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without Telerik’s prior written permission. Each party’s obligations under this Section 6 shall apply at all times during the term of this Agreement and for five (5) years following termination of this Agreement, provided, however, that (i) obligations with respect to source code shall survive in perpetuity and (ii) trade secrets shall be maintained as such until they fall into the public domain.
7. Privacy Policy
Your use of the certification exam and accompanying materials and/or the services may involve the transmission of your Personal Information. Our policy regarding the collection and use of Personal Information is governed by our Privacy Policy (available at: http://www.telerik.com/company/privacy-policy), which is hereby incorporated by reference in its entirety.
8. Intellectual Property
All title and ownership rights in and to the certification exam and accompanying materials (including but not limited to any images, photographs, animations, video, audio, music, narration, and text), the intellectual property embodied in the certification exam and accompanying materials, and any trademarks or service marks of Telerik that are used in connection with the certification exam and accompanying materials are and shall at all times remain exclusively owned by Telerik and its licensors. This Agreement grants You no rights to use such content.
9. Governing Law
This Agreement will be governed by the law of the Commonwealth of Massachusetts, U.S.A., without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good faith discussion between the parties, then it shall be submitted for resolution to a state or Federal court or competent jurisdiction in Boston, Massachusetts, USA, and the parties hereby agree to submit to the jurisdiction and venue of such court. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. If any provision of this Agreement is to be held unenforceable, such holding will not affect the validity of the other provisions hereof. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.
10. Entire Agreement
This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications regarding the subject matter hereof. Use of any purchase order or other Licensee document in connection herewith shall be for administrative convenience only and all terms and conditions stated therein shall be void and of no effect. The terms and conditions contained in this Agreement shall prevail over any inconsistent provisions in any form or other paper submitted by Licensee. In cases where this license is being obtained through an approved third party, these terms shall supersede any third party license or purchase agreement.
11. No Assignment
You may not assign, sublicense, sub-contract, or otherwise transfer this Agreement, or any rights or obligations under it, without Telerik’s prior written consent.
12. Survival
Any provisions of the Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of the Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement.
13. Severability
If a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions. This Agreement represents the entire understanding between the parties with respect to the subject matter.
14. Force Majeure
Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party.
15. Export Classifications
You expressly agree not to export or re-export the certification exam or accompanying materials (or any portions thereof) to any country, person, entity or end user subject to U.S. export restrictions. You specifically agree not to export, re-export, or transfer the certification exam or accompanying materials (or any portions thereof) to any country to which the U.S. has embargoed or restricted the export of goods or services, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country, or to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and represent that neither the U.S. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied Your export privileges.
You consent and agree that Your clicking of the “I Accept” button constitutes Your electronic signature, acceptance, and agreement under the United States federal E-SIGN legislation and that such electronic signature will meet the requirements of an original signature as if actually signed by You in writing. Further, You agree that no certification exam authority or other third-party verification is necessary to the enforceability of Your signature. At our request, any electronically signed document must be re-executed in original form by You. No party hereto may raise the use of an electronic signature as a defense to the enforcement of this Agreement or any amendment or other document executed in compliance with this Agreement.