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This agreement (the "Agreement") is entered into by
(hereinafter referred to as "Licensee") and Descriptor Systems.
Descriptor Systems hereby grants to Licensee a license to use Descriptor Systems' proprietary materials, including student course books and, if applicable, electronic presentation materials and electronic setup, solution and demonstration files (hereinafter referred to as the "Courseware") subject to the following conditions:
Licensee recognizes that the Courseware has tangible value, contains valuable trade secrets, copyrights and confidential information of Descriptor Systems and is proprietary material.
Descriptor Systems retains title, ownership and copyright to the Courseware provided under this Agreement and does not convey any proprietary interest therein to Licensee. Licensee acknowledges the proprietary nature of this Courseware and understands that they are being provided solely for use as a teaching aid for the instructor and as a learning tool for students attending the classes. Licensee agrees it shall not disclose and it shall take all necessary precautions to ensure there is no disclosure of Courseware to any unauthorized party, including affiliates or subsidiaries of Licensee, and it shall ensure that the Courseware is not reproduced or used contrary to the intent of this Agreement.
In the event of any unauthorized use or duplication of the Courseware, it is agreed that Descriptor Systems' remedies at law would be inadequate and Descriptor Systems shall be entitled to an injunction to enforce any provisions of the Agreement (without any bond or other security being required) but nothing herein shall be construed to preclude Descriptor Systems from any action or further remedy, at law or in equity, for any breach or threatened breach of any provisions of this Agreement, including but not limited to recovery of full damages.
Licensee agrees that the Courseware will not be reproduced, disclosed or duplicated in any manner in whole or in part except as described in this Agreement.
Licensee agrees that the Courseware will not be resold or re-licensed to any third party. Licensee agrees that the Courseware will not be transferred to any third party other than for the purpose of the Licensee conducting instructor-led training sessions on behalf of Licensee.
Licensee agrees to disclose to Descriptor Systems any Similar Courseware created, marketed or sold by Licensee within one year after the date of license excluding Courseware (i) prepared exclusively by third parties with no contribution from Licensee and/or (ii) containing no confidential information of Descriptor Systems or Licensee. Similar Courseware is defined as pertaining to the same software product and/or technical subject. Upon request, Descriptor Systems will be provided a copy of such Courseware to review for a period not to exceed thirty (30) days.
The Courseware is distributed on an "AS-IS" basis, without warranty. Neither Descriptor Systems, the authors nor software developers make any representation, either express or implied, with respect to the Courseware, their quality, accuracy, or fitness for a specific purpose.
Descriptor Systems shall not be held liable in any event for incidental or consequential damages in connection with or arising out of the use of Courseware, provided under this Agreement, either in class or subsequently on the job. Descriptor Systems' liability to Licensee, if any, shall in no event exceed the total amount paid to Descriptor Systems hereunder by Licensee.
Neither Descriptor Systems, the authors nor software developers shall have any liability to Licensee or any other person, company or entity, with respect to any liability, loss, or damage caused or alleged to have been caused directly or indirectly by the Courseware. This includes, but is not limited to, interruption of service, loss of data, loss of classroom time, loss of consulting or anticipatory profits, or consequential damages from the use of the Courseware.
Licensee must notify Descriptor Systems of discrepancies in Courseware shipments (e.g. number of books) within 3 business days of receipt of shipment. In the absence of any such notification, Descriptor Systems will assume a complete shipment was received by Licensee and Licensee is responsible for the full payment and subject to all terms stated within this Agreement.
Defective Courseware will be replaced at any time at no charge to Licensee.
Defects are limited to missing course book pages, incorrect sequencing of course book pages, broken course book, broken bindings or defective electronic media.
Evaluation copies are provided to Licensee free of charge. Evaluation copies are to be used solely for the purpose of evaluating the quality of the courseware. Evaluation copies cannot be used as a preparation or learning tool in any way by an instructor, student or any other person or entity. Descriptor Systems does not guarantee that the evaluation copy will be exactly the same release as purchased copies.
Descriptor Systems limits the distribution of evaluation copies to one complete evaluation copy per customer. Subsequent evaluation copy requests are fulfilled with partial course books. Descriptor Systems reserves the right to refuse fulfillment of evaluation copy requests for any reason.
Licensee agrees that the evaluation copy will not be reproduced, disclosed or duplicated in any manner in whole or in part. Evaluation copies that are not followed by a courseware order of the same title must be returned in whole within 30 days of receipt. Licensee understands that a fee of $200 will be charged to the applicable credit card for failing to return an evaluation copy.
Unopened course books (i.e. still in the original shrink-wrap) may be returned within 60 days of date of purchase.
Returned course books are subject to a 10% re-stocking fee.
Licensee is responsible for all shipping costs related to returned course books.
Custom course books (e.g. books containing Licensee covers, logos, or non-standard topics) cannot be returned. They can, however, be exchanged (see exchange policy below).
Unopened course books may be exchanged for a newer version of the same title at any time. Course books cannot be exchanged for a different titled course book.
Descriptor Systems requires 10 business days to process the exchange.
Licensee is responsible for all shipping charges related to the exchange.
Payment for course books must be made via credit card at the time of purchase. By special arrangement, we can also accept a purchase order or check from well-known companies. Descriptor Systems reserves the right to accept only credit card payments from any Licensee.
To order using a credit card, send an email to
Orders are processed between the hours of 8:30 AM and 3:00 PM Central Time.
Licensee is responsible for all shipping charges.
Licensee is entitled to unlimited technical support via email at
No telephone support will be provided. Technical support will be limited to setup issues and course content only. Licensee must supply their Order Number to obtain technical support.
This Agreement shall be governed by the laws of the State of Iowa.
A facsimile of this executed agreement shall serve as an original.
Joel Barnum, Owner
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