Introduction to LGBTGEQIAP+ Affirming Counseling Training

TERMS OF USE

IMPORTANT - READ CAREFULLY: 

By accessing or using this course, you agree to the following terms.  INTRODUCTION TO LGBTGEQIAP+ AFFIRMING COUNSELING™ License Agreement (hereinafter “Agreement”) is a legal contract between you (either an individual or a business entity, hereinafter referred to as “You” or “Licensee”) and William & Mary (hereinafter referred to as "W&M"), a public university of the Commonwealth of Virginia with an address at P.O. Box 8795, Williamsburg, VA 23187-8795, for the INTRODUCTION TO LGBTGEQIAP+ AFFIRMING COUNSELING™ (the “Course”). The term “Course” also includes any supplied corrections, bug fixes, enhancements, updates or other modifications created and supplied by W&M and any user manuals or other documentation supplied by W&M in conjunction with the COURSE. 

BY SIGNING THIS AGREEMENT, CLICKING THE “ACCEPT” BUTTON, OR BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE COURSE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN W&M DOES NOT LICENSE THE COURSE TO YOU, AND YOU MUST NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE COURSE. 

1. LICENSE TERMS 

a. Grant of License. Provided that Licensee is in material compliance with the terms and conditions of this Agreement, W&M hereby grants to Licensee, pursuant to the terms and conditions of this Agreement, a nonexclusive, nontransferable, non-sublicensable license (hereinafter “License”) to use the Course as set forth herein and subject to the conditions and limitations set forth in this Agreement. 

b. Restrictions on Use. All content in this course is owned by William & Mary and is provided under this for your personal educational use only. You may not reproduce or distribute this content without permission.  You agree to refrain from sharing your account or course access credentials.

c. Modifications; Reverse Engineering. Licensee agrees that only W&M shall have the right to alter, maintain, enhance or otherwise modify the Course. 

d. Material Terms and Conditions. Licensee specifically agrees that each of the terms and conditions of this Section 1 are material and that failure of Licensee to comply with these terms and conditions shall constitute sufficient cause for W&M to terminate this Agreement. 

e. Reservation of Rights. W&M hereby reserves any and all rights not expressly and explicitly granted in this Agreement, including, but not limited to, W&M’s right to license the Course to any third party.

f. Term of License. Unless otherwise terminated as set forth herein, the term of the License granted hereunder shall extend until July 1, 2029. Licensee may terminate this License at any time by discontinuing its use of the Course. 

g. Representations by Licensee. By accepting this Agreement and/or by using the Course, Licensee hereby represents and warrants that all information provided by Licensee to W&M during the registration process for the Course is true and accurate in all material respects. 

2. INTELLECTUAL PROPERTY RIGHTS 

a. Title. Licensee and W&M agree that W&M owns all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Course and any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to the Course.  No title to the Course is transferred hereby and Licensee’s rights hereunder are strictly limited as set forth herein. 

b. Transfers. Under no circumstances shall Licensee sell, license, publish, display, distribute, or otherwise transfer to a third party the Course or any copy thereof, in whole or in part, without W&M’s prior written consent. 

3. WARRANTY; DISCLAIMER OF WARRANTIES 

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COURSE, DOCUMENTATION AND OTHER FILES ARE PROVIDED “AS IS.” W&M DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE COURSE. 

4. LIMITATION OF LIABILITY 

IN NO EVENT WILL W&M BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, ARISING FROM THE USE OF OR INABILITY TO USE THE COURSE OR FROM ANY BREACH OF WARRANTY, EVEN IF W&M HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

5. GENERAL PROVISIONS 

a. Maintenance and Support. This Agreement does not entitle Licensee to any maintenance or support services with respect to the Course. 

b. Termination. Without prejudice to any other rights, W&M may terminate this Agreement if Licensee fails to comply with the terms and conditions of this Agreement. In such event, W&M may deny access to the Course and Licensee must discontinue use of the Course.

c. Severability. Except as otherwise set forth in this Agreement, the provisions of this Agreement are severable, and if any one or more such provisions shall be determined to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of any of the remaining provisions or portions thereof shall not in any way be affected thereby and shall nevertheless be binding between the parties hereto. Any such invalid, illegal or unenforceable provision or portion thereof shall be changed and interpreted so as to best accomplish the objectives of such provision or portion thereof within the limits of applicable law. 

d. Complete Agreement. The parties agree that this Agreement is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to the subject matter. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. 

e. Waiver. Any waiver, either expressed or implied, by either party of any default by the other in the observance and performance of any of the conditions and/or covenants of duties set forth herein shall not constitute or be construed as a waiver of any subsequent or other default. 

f. Read and Understood. Licensee hereby acknowledges that Licensee has read and understands this Agreement and agrees to be bound by its terms. 

g. Headings. The headings to the Sections and Subsections of this Agreement are included merely for convenience of reference and shall not affect the meaning of the language included therein.

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