License Agreement for SAS e-Learning, Virtual Lab, the SAS Video Library, and Course Materials

Important: Please carefully read the terms and conditions of this License Agreement for SAS e-Learning, Virtual Lab, the SAS Video Library, and Course Materials (the "Agreement") before checking the "Yes, I accept the License Agreement" box. By checking the "Yes, I accept the License Agreement" box, you, as an individual, or on behalf of the company or institution set forth on the order form of which this Agreement is a part (the "Licensee"), are agreeing to these terms and SAS Institute Inc., itself and on behalf of its subsidiaries (collectively, "SAS"), will permit users authorized hereunder to access and use (1) the SAS e-Learning course (the "E-Learning"), (2) virtual lab software ("Virtual Lab"), (3) the Video Library, and (4) the SAS course data, reports, programs, books, and course notes requested for download (the "Course Materials") (collectively, the e-Learning, Virtual Lab, Video Library and Course Files shall be referred to herein as the "Training") as selected on the order form or provided for download. If you are accepting these terms on behalf of another person or company, you represent and warrant that you have full authority to bind that person or company to these terms.

1. License Grant

   In exchange for Licensee's payment of all applicable fees and compliance with all of the terms and conditions of this Agreement, SAS hereby grants Licensee a nonassignable, nontransferable and nonexclusive license to access and use the e-Learning and Video Library for the license period selected and paid for by Licensee. Further, in exchange for Licensee's agreement to and compliance with the terms and conditions herein, SAS grants Licensee a nonassignable, nontransferable nonexclusive right to use the Course Materials as provided herein and to access the Virtual Lab for a set number of hours to practice applying the concepts Licensee has learned.

2. Authorized Users

   2.1 Licensee will create a profile with a unique password for use in accessing the Training. Licensee acknowledges and agrees that the profile information and password are confidential and that Licensee may not provide the profile information or password to any other individual or entity.

   2.2 Third parties may not access the Training under a remote computing services, timesharing, facilities management, outsourcing, or other such third-party access arrangements, even if contracts authorizing such use or access for other licensed products are in effect between Licensee and SAS. Licensee may not distribute the Training to any third party in modified or unmodified form.

   2.3 E-Learning and Video Library may only be accessed via the SAS website and Licensee may not save and reuse or otherwise access the e-Learning or Video Library offline without executing a separate agreement with SAS. Licensee may print screen pages for the individual use of Licensee. Licensee may not duplicate or reproduce the printed screens or distribute the printed screens to any other individual or entity.

   2.4 Licensee may download one copy of the Course Materials; however, use of the Course Materials is restricted to only one individual for such individual's personal use. Any other uses of the Course Materials will require explicit permission from SAS. Course Materials may not be distributed to any other individual at the Licensee or provided to a third party in either modified or unmodified form. Licensee may not use the Course Materials to teach or create Licensee's own training, regardless of whether such training is for internal or external use.

   2.5 Without limitation, Licensee is prohibited from:

   1. transferring any right, title or interest in the license to the Training;
   2. copying, extracting, summarizing, distributing or teaching the Course Materials;
   3. using the Training to make any reports or data compilations to be sold, loaned or distributed to a third party;
   4. distributing the Training to any third party in modified or unmodified form;
   5. using the Training for the benefit of a third party in exchange for compensation; or
   6. allowing any party other than Licensee to use or otherwise access the Training.

   2.6 Licensee agrees to secure and protect the Training in a manner consistent with the maintenance of SAS' rights therein.

3. Books

   Certain SAS onsite or public training courses may include a complimentary electronic copy of a book related to the topic of the SAS training course ("eBook"). Notwithstanding anything to the contrary herein, use of the e-Book shall be subject to the additional terms and conditions in this subparagraph. Licensee may download only one (1) copy of the eBook. Licensee may not print the eBook or distribute to any third party in modified or unmodified form.

4. Intellectual Property Rights

   The Training is copyrighted. Ownership of the Training, including any intellectual property embodied therein, remains with SAS or its licensor(s) at all times. Licensee agrees to abide by United States and international copyright laws and treaties, and all other applicable laws and regulations including, but not limited to, export control laws and regulations. SAS reserves the right to update and revise the Training at any time in its sole discretion. Copyright and other proprietary rights notices in the Training shall not be deleted or modified.

5. Technical Support

   During the term of the license granted hereby, SAS will use reasonable efforts, either by telephone or in writing, to help Licensee solve specific problems installing or using the e-Learning or Video Library. It may not be possible for SAS to solve all problems or correct all errors in the e-Learning or Video Library.

6. Export Restrictions

   United States of America export laws and regulations apply to the Training and any underlying information or technology ("Controlled Material"). In addition to the prohibitions set forth elsewhere in this Agreement, Licensee may not access, download or otherwise export, re-export, import or distribute the Controlled Material except in full compliance with all laws and regulations of the United States of America and any other applicable laws and regulations. By accepting this Agreement, you agree to the foregoing and represent and warrant that (1) you are not a party to whom the United States of America prohibits access to the Controlled Material and (2) you are not located in, under control of, or a national or resident of any country to which export of the Controlled Material is restricted by the laws of the United States of America or other applicable laws and regulations, and (3) you will not share the Controlled Material with a party identified in this paragraph.

7. Termination

   7.1 The e-Learning and Video Library will be accessible to Licensee for the selected license period immediately upon completion of Licensee's order. This Agreement governs the use of the Training during all license periods. The license granted under this Agreement automatically terminates upon expiration of the selected license period, at which time the password will no longer operate.

   7.2 The license for the Course Materials shall continue until such time as Licensee no longer maintains a license for the SAS software with which the Course Materials relate. Upon expiration of the license to the SAS software with which the Course Materials relate, the license to the Course Materials shall automatically terminate.

   7.3 If Licensee has not accessed the Virtual Lab software in 8 days, Licensee's software image will be discontinued and Licensee's work will be deleted.

   7.4 Licensee may terminate its license for the Training at any time. SAS may terminate the license for a breach of this Agreement, including, but not limited to, a breach of SAS' intellectual property rights.

8. Limited Warranty

   8.1 SAS warrants it has the right to license the e-Learning and Video Library to Licensee. The exclusive remedy for breach of this warranty is set forth in Section 10.

   8.2 While substantial efforts are made to ensure the accuracy of the data and documentation contained in the Course Materials, complete accuracy of data and metadata cannot be guaranteed. All Course Materials are made available "as is" without guarantee. It is accepted that the Course Materials are provided without any offer of technical or other support.

   8.3 SAS AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE TRAINING INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SAS AND ITS LICENSORS DO NOT WARRANT OR REPRESENT THAT THE TRAINING WILL RESULT IN COMPLIANCE, FULFILLMENT OR CONFORMITY WITH LAWS, RULES, REGULATIONS, REQUIREMENTS OR GUIDELINES OF ANY GOVERNMENTAL AGENCY.

9. Limitations of Liability

   9.1 SAS AND ITS LICENSORS ARE NOT LIABLE FOR (A) SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR RELIANCE DAMAGES (ARISING IN CONTRACT, TORT, OR OTHERWISE), OR (B) ANY CLAIM AGAINST LICENSEE BY A THIRD PARTY, EVEN IF SAS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

   9.2 SAS DOES NOT ACCEPT ANY RESPONSIBILITY OR LIABILITY FOR THE OUTCOMES OR THE USE OF THE COURSE MATERIALS. SAS AND ITS LICENSORS DISCLAIM ANY LIABILITY CONNECTED WITH USE OF THE COURSE MATERIALS.

   9.3 The maximum amount Licensee may recover for any claim relating to matters covered by this Agreement or use of the e-Learning or Video Library is limited to the license fees received from Licensee for the Training at issue during the relevant license period.

   9.4 Some jurisdictions do not allow limitations of liability so certain of these limitations may not apply; however, they apply to the greatest extent permitted by law.

10. Indemnification

    10.1 If a claim of copyright, patent, trade secret, or other intellectual property rights violation is made against Licensee relating to the Training, Licensee agrees to immediately notify SAS, allow SAS to control the litigation or settlement of such claim, and cooperate with SAS in the investigation, defense, and/or settlement thereof. SAS agrees to take control of the litigation and indemnify Licensee by paying any settlement approved by SAS, or any judgment, costs, or attorneys' fees finally awarded against Licensee for such claim. Licensee may participate at Licensee's own expense. In the event applicable law does not permit SAS to control the defense of any such claim, Licensee may engage counsel at its own expense, and SAS shall be permitted to jointly defend Licensee with counsel of its own choosing, provided that if Licensee and SAS do not agree on the defense, SAS may withdraw its defense of Licensee. If SAS withdraws its defense of Licensee, SAS shall have no further obligation to pay any such costs, attorneys' fees or judgment finally awarded against Licensee for the applicable claim except SAS shall reasonably cooperate with Licensee in the investigation, defense and settlement thereof. This indemnification obligation does not apply to (1) the Course Materials; (2) the extent that the claim is based on Licensee's combination of the Training with other materials; or (3) Licensee's modification to the Training.

    10.2 If such a claim is made or, in SAS' opinion, is likely to be made, SAS, at its option, may modify the Training, obtain rights for Licensee to continue using the Training, or terminate the license for the Training at issue and refund the license fee paid by Licensee. Licensee agrees to abide by SAS' decision and, if appropriate, install a different version of the Training or stop using the Training.

11. Governing Law

    This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina and of the United States of America. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement.

12. Privacy

    Licensee authorizes the transmission of his/her personal information to SAS in the United States. SAS stores and processes such information on computers located in the United States that are protected by reasonable physical and technological security safeguards. SAS does not sell or rent such personal information to third parties for marketing purposes without your consent, and it uses the information only as described in SAS' Privacy Statement (see: http://www.sas.com/Privacy.html). If you object to your personal information being transferred or used in this way, please click Do Not Accept and contact SAS directly.

13. General

    13.1 This Agreement and any order form or invoices relating to the Training set forth the entire agreement between Licensee and SAS related to the Training and supersede any purchase order, communications, and representations regarding the Training.

    13.2 If any provision of this Agreement shall be unenforceable, that provision shall be deemed severable from this Agreement and shall not affect the enforceability of the remaining provisions.

    13.3 Any additions or modifications to this Agreement must be approved in writing signed by both parties.

    13.4 Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.