LICENSE AGREEMENT

1. GENERAL.

1.1.    Christinatmiller.com (the “Website”) provides access to certain e-learning and training courses, materials and other documents whether now existing or later developed and offered by Licensor for the sustainable jewelry industry. Courses and Course Materials are delivered online via the Internet through standard web browsing programs and may be accessed as specifically permitted in terms of this License Agreement.

1.2.    By using the Services provided and accessing the Website and/or any Course Materials (as defined below), you contractually agree and accept the terms of this License Agreement ("Agreement").

 

1.3.    This Agreement may be changed from time to time and, unless you provide written notice within three (3) business days, you agree to accept such changes as part of your contractual obligations. Such changes will be posted on the Website. 

2. DEFINITIONS.

2.1.    The term "Licensor" when used in this Agreement includes:

Christina T. Miller Consulting, LLC, an Ohio limited liability company with an address of PO Box 305, Millersville, PA, 17551

All employees, instructors, agents and consultants of Licensor;

All disclaimers of warranty and limitations of liability in this agreement apply to Licensor.

2.2.    The term “Platform” means the online educational e-learning platform operated by Licensor on the Website on which Courses are provided.

2.3.    The term “Course(s)” and/or "Course Materials" refers to all interactive online resources including text, articles, videos, images, quizzes and case studies available on the Website for online viewing only for the purposes of and subject to the restrictions as permitted under the terms of the foregoing license.

2.4.    The term “Service" or “Services” refers to all content and functionality of the Website, including but not limited to, its software, the Platform, Courses, and Course Materials whether now existing or later developed and offered via the Website.

2.5.    The term "Licensee”, “User”, “Learner”, or “Student” includes the user or individual using or accessing the Service, as well as the individual or user who is accepted by Licensor as an enrollee permitted to access Courses and Course Materials, and be enrolled as a Learner to a Course.  

3. DESCRIPTION OF SERVICE AND CERTIFICATION.

3.1.    Licensor provides Licensee access to the Services available via the Platform which is an online educational resource.

3.2.    Licensor makes no guarantees, representations, or warranties regarding the Service, the Course, or the Course Materials.

3.3.    The Services provided are on an “as–is” basis with no guarantees or warranties. Licensee agrees that Licensor is not responsible for any additional, consequential or other damages. Licensor’s liability for any damages shall be strictly limited to the fees paid to Licensor for the use of the Service. 

4. ACCESS TO THE SERVICE.

4.1.    Access to the Service is provided to current Licensees. Licensee must provide, at Licensee's own cost, all telephone, computer, modem and other equipment and software necessary to access and use the Service and shall be responsible for all charges necessary for such access and use.

4.2.    Licensees who wish to participate in the Services as an enrollee, must pay any applicable fees.

4.3.    Licensee is responsible to ensure that he/she/they has sufficient computer hardware and software capability, and internet access and availability needed to satisfy the system requirements and otherwise enable Licensee to access, view and use the Services via the Internet. Licensor will have no responsibility of any kind, nor will Licensor be responsible in any manner to support, troubleshoot or provide guidance of any nature to Licensee for or in connection with Licensee`s means of accessing, viewing and using the Services, or otherwise in connection with any aspect of the delivery of the Services provided, or the content thereof.

4.4.    Licensor reserves the right to refuse, restrict, suspend, limit or terminate any or all Services provided to any Licensee at any time for any reason. Licensees who violate any provisions of this Agreement will be subject to having their access to the Service revoked and/or be excluded from the Service.

4.5.    Where access to any parts of the Service is restricted for the use of password controlled and registered users only, Licensees may not disclose or share their access or password with any third party. Password use is strictly limited to the registered user.

4.6.    Licensees may not copy, reproduce, use, store, share, disclose, provide, lease, lend, use for timesharing, service bureau or hosting purposes or otherwise use the Service or the Course Materials to or for the benefit of any other person.

4.7.    Licensees may not download or print Course Materials or any portion of the Website except for personal use.

4.8.    Licensees may not modify, adapt, alter, translate, incorporate into or with other materials or software, or create a derivative work of, any part of the Service or the Course Materials.

4.9.    Licensees may not access the Service or the Course Materials in order to create, build, develop, market or license a similar or competitive product or service with the identical, similar or comparable functionality.

4.10. Licensees may not sell, resell, sublicense, re-license, distribute, assign or transfer in any manner in whole or in part this Agreement or any of Licensees rights or obligations hereunder, including without limitation, the license prescribed herein, the Service or the Course Materials, or any portion or component thereof, to any third party.

4.11. Licensees are required to comply with all applicable federal, state, provincial, and local laws, including without limitation, all applicable laws in the jurisdiction where Licensees reside, in their use of the Services. Licensees will not use the Services in any way that is prohibited by U.S. law or that would violate U.S. export regulations.

4.12. Licensees are required to fully comply with the terms of this Agreement and any additional rules, procedures or service requirements as published from time to time as circumstances require.

4.13. Subject to the terms of this Agreement, Licensor hereby grants the Licensee a limited, non-exclusive, non-transferable, non –assignable, non-sub licensable, revocable license for the term of this Agreement, to access and use the Services exclusively by Licensee solely for his/her/their own personal, educational, reference or training use provided such access and use is in accordance with the terms hereof. 

5. FEES.

5.1.    The price of each Course shall be determined at the price listed on the Website as published from time to time. Licensor reserves the right to amend the Course fees from time to time at its sole discretion. 

6. TECHNICAL DIFFICULTIES.

6.1.    From time to time technical difficulties may render the Service inoperable. Licensor does not guarantee uninterrupted service and accepts no liability for any such interruption.

7. LICENSEE AGREES NOT TO AND SHALL NOT PERMIT OR ASSIST ANY OTHER PARTY TO:

7.1.    Use the Service in any way that violates the laws of the United States and/or any jurisdiction in which the Licensee resides;

7.2.    Access the Service in any unauthorized manner;

7.3.    Reverse engineer or copy the computer code or the underlying logic of the Service, its software, Course Materials, information provided by the Service and the content of the Service, or any other text, multimedia images (graphics, audio and video), data and other information provided by Licensor in connection with the Service, including the price information (defined for the purpose of this Section 7 as “Licensed Materials”);

7.4.    Remove, alter or otherwise modify any copyright or other legal notice contained in the Licensed Materials;

7.5.    Knowingly transmit or distribute the Licensed Materials, nor permit the Licensed Materials to be downloaded for use other than as specified herein;

7.6.    Allow unsecured access to the Licensed Materials;

7.7.    Grant, permit or allow access to the Service by anyone other than an authorized User, or permit the sharing of Licensee`s password and user name;

7.8.    Access the system for the purpose of copying the software, logic, look and feel, or any features of the Website or Licensed Materials for use in any competing e-Learning website or service. The Licensee expressly represents and warrants that the Licensee shall not directly or indirectly, during the term of this Agreement and for a period of twenty-four (24) months following the termination of this Agreement, establish any business, develop any website, or provide any e-Learning service, software, or information, including but not limited to anything identical or similar to the Service or information provided by the Service and the content of the Service, including but not limited to the Website or Service, or which is competitive or substantially similar thereto;

7.9.    Disturb, interfere or disrupt the Service, computer hardware or software providing the Service, and/or use or access of the Service in any manner for which it has not been designed or authorized;

7.10. Upload, post, email, transmit or make available anything that contains computer codes, viruses, files or programs that interrupt, destroy, or limit the functionality of any computer software, hardware or other equipment.

7.11. Attempt or obtain unauthorized access to any part of the Service or computer system.

7.12. Transmit any program or virus through or into the computer hardware or software used or provided by the Service.

7.13. Violate any trademark, copyright, agreement, or terms and conditions associated with the Service.

7.14. Misrepresent or alter any information obtained from the Service;

7.15. Provide false or misleading information including but not limited to cloaking or altering the information that identifies the source, time and location any contact made with the Service via the Internet.

8. PROPRIETARY RIGHTS.

8.1.    Licensee acknowledges and agrees that the Service, its software, Course Materials, information provided by the Service and the content of the Service, contain proprietary and confidential information. Licensee acknowledges that that the Service, its software, Course Materials, information provided by the Service and the content of the Service and all information and data provided by Licensor in connection with the Service, including but not limited to, its components and methods of calculation, no matter the form provided, including without limitation, written, electronic or orally conveyed information, are owned by Licensor (unless otherwise provided elsewhere), and that such is Confidential Information of Licensor and protected by various property and intellectual property rights owned exclusively by Licensor, including but not limited to rights arising under various U.S. federal, U.S. state and international regulations, laws and treaties, including but not limited to, intellectual property rights, misappropriation laws, copyrights, database rights, trademarks and/or patents. Licensee agrees not to copy, disclose, or use in any manner Confidential Information provided by or through the Service. "Intellectual property" shall include rights in copyrights, database rights, domain names, trademarks and service marks and all goodwill associated therewith and symbolized thereby, patents, patent applications, inventions, discoveries, concepts, improvements, know-how, confidential information, trade secrets and design rights, in each case whether registered or unregistered and including all applications and rights to apply for registration, and all similar or equivalent rights.

8.2.    Licensee agrees to respect all intellectual property rights of Licensor. Any copyright, trademark, logo, printed material, on-line information, or price report of Licensor may not be used in any promotion, advertising or publication without the express written permission of Licensor. All third-party rights, including copyrights, in any Course Materials, including but not limited to any images, videos, articles, etc. which are linked, or referenced to on the Website continue to be owned by their respective owners thereof.

8.3.    Licensee acknowledges and agrees that, unless otherwise provided elsewhere, the Service, its software, the price information, including but not limited to, its components and methods of calculation, all information provided by the Service and its contents, including the Course Materials, together with all rights, titles and interests therein, including but not limited to all related Intellectual Property rights and all other property and proprietary rights is solely and exclusively owned by Licensor.

8.4.    Licensee agrees that it shall not, directly or indirectly, do or cause to be done any act which may in any way jeopardize or adversely affect the validity or enforceability of, or otherwise infringe or misappropriate, any rights, titles and interests of Licensor in and to the Service, its software, Course Materials, all information provided by the Service and its contents, or any intellectual property and any property and proprietary rights related thereto.

8.5.    Each party shall treat as confidential and shall not disclose or transmit to any third party, other than an officer, director or employee of the party who needs to know such information in order for the party to enter into this contract or fulfill its obligations hereunder, any Confidential Information of the providing party. Unless otherwise provided elsewhere, all information regarding the Service, its software, Course Materials, all information provided by the Service, its contents, and all information and data provided by Licensor in connection with the Service, no matter the form provided, including without limitation, written, electronic or orally conveyed information, is considered proprietary and Confidential Information of Licensor. In fulfilling its confidentiality obligations, each party shall use a commercially reasonable standard of care, at least the same standard of care, which it uses to protect its own similar confidential or proprietary information. Confidential Information shall not include (i) any information that is or becomes generally available to the public or to the receiving party hereunder from sources other than the providing party (provided that the receiving party is aware of the source of such information and such source is not known to the receiving party to be subject to a confidentiality agreement or obligation with regard to such information), (ii) any information that is independently developed by the receiving party without use of or reference to information from the providing party or (iii) any information already available to or in the possession of the receiving party prior to delivery by the forwarding party, free of a confidentiality obligation. Notwithstanding the foregoing, either party may reveal Confidential Information to any regulatory agency or court of competent jurisdiction if such information to be disclosed is (a) approved in writing by the other party for such disclosure or (b) required by law, regulatory agency or court order to be disclosed by a party, provided, if permitted by law, that prior written notice of such required disclosure is given to the other party, except that prior written notice shall not be required to be provided prior to disclosure to a regulator having jurisdiction over the receiving party, and provided further that the providing party shall cooperate with the other party to limit the extent of such disclosure.

8.6.    Given the nature of the Confidential Information and the terms and conditions of this Agreement and the damage that would result upon unauthorized disclosure or use, the parties agree that monetary damages alone would not be a sufficient remedy for the breach or threatened breach of Section 8.5. In addition to all other rights and remedies, a party will be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any breach or threatened breach of Section 8.6 without showing actual monetary damages in connection therewith, and without requiring a bond to be posted.

IMPORTANT LIMITATIONS

9. INFORMATION.

9.1.    The information provided is not a recommendation or suggestion of any kind to buy or sell jewelry and/or any raw materials and supplies related to jewelry; nor is it an appraisal, guarantee of value, warranty, valuation, or offer to buy or sell. Licensor does not guarantee or warrant the accuracy of any information that may be provided through the Service and does not guarantee that any Licensee will fulfill any obligations made on or through the Service.  

10. DISCLAIMER OF WARRANTIES.

LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT:

USE OF THE SERVICE, COURSE MATERIALS, INFORMATION PROVIDED BY THE SERVICE AND THE CONTENT THEREOF IS AT YOUR SOLE RISK; THE SERVICE AND INFORMATION AND CONTENT IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. LICENSOR SHALL HAVE NO LIABILITY AND EXPRESSLY DISCLAIMS ALL WARRANTIES WHETHER EXPRESS OR IMPLIED AND CONDITIONS OF ANY KIND, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, OR MERCHANTABLE QUALITY OR THOSE ARISING BY LAW, STATUE, USAGE OF TRADE, OR COURSE OF DEALING. LICENSOR ASSUMES NO RESPONSIBILITY TO LICENSEE, OR TO ANY THIRD PARTY FOR THE CONSEQUENCES OF ANY ERRORS OR OMISSIONS.

YOU AGREE THAT YOU ASSUME ALL RISK PERTAINING TO YOUR USE OF THE SERVICE, COURSE MATERIALS, INFORMATION PROVIDED BY THE SERVICE AND THE CONTENT THEREOF.  WITHOUT LIMITING THE FOREGOING, LICENSOR MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET LICENSEE`S REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE (IV) THE QUALITY OF ANY COURSE MATERIALS, PRODUCTS, SERVICES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED BY YOU THROUGH YOUR USE OF THE SERVICE WILL BE ERROR FREE AND MEET YOUR EXPECTATIONS AND (V) ANY ERRORS CONTAINED THEREIN WILL BE CORRECTED.

ANY MATERIAL ACCESSED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT LICENSEE`S OWN DISCRETION AND RISK AND LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE LICENSEE FROM LICENSOR OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

IN PARTICULAR, LICENSOR DOES NOT IN ANY MANNER WARRANT OR MAKE ANY REPRESENTATION, GUARANTEE OR WARRANTY OF ANY NATURE WHATSOEVER WITH RESPECT TO THE EFFICACY, ACCURACY OR SUFFICIENCY OF ANY EDUCATION, INFORMATION, ADVICE OR GUIDANCE COMPRISED BY OR CONTAINED IN ANY OF THE COURSE MATERIALS OR OTHERWISE PROVIDED REGARDING THE USE OR THE RESULTS OF THE USE OF THE COURSE MATERIALS IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS EMPLOYEES OR AGENTS WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.

ANY OR ALL WARRANTY THAT IS PROVIDED IS STRICTLY LIMITED TO THE INDIVIDUAL LICENSEE THAT HAS ENROLLED FOR AND PAID FOR THE SERVICE AS AN ENROLEE OF THE SERVICE. NO WARRANTY OF ANY KIND IS EXTENDED TO ANY THIRD PARTIES.

11. LIMITATIONS OF LIABILITY.

LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT LICENSOR SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (I) THE USE OR INABILITY TO USE THE SERVICE (II) FOR LOSS OR INACCURACY OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATIONS OF YOUR TRANSMISSIONS OR DATA (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY AS THE RESULT OF ANY USE OF THE SERVICE (V) AND ALL OTHER MATTER RELATING TO THE SERVICE.

LICENSOR CAN PROVIDE THE INFORMATION, COURSE MATERIAL AND CONTENT AVAILABLE VIA THE SERVICE FOR A RELATIVELY SMALL FEE ONLY BECAUSE OF THE LIMITATIONS OF LIABILITY AND WARRANTY EXPRESSED IN THIS AGREEMENT. IN ALL INSTANCES LICENSOR DOES NOT ASSUME ANY LIABILITY EXCEEDING THE FEE PAID BY THE LICENSEE TO USE THE SERVICE AND TO ACCESS AND USE ANY COURSE MATERIALS.

LICENSOR SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR EXPENSE RESULTING FROM ANY ERROR OR OMISSION IN THE INFORMATION, COURSE MATERIAL AND CONTENT PROVIDED BY LICENSOR OR THE SERVICE OR FROM USE OF THE SERVICE EVEN IF CAUSED BY OR RESULTING FROM THE NEGLIGENCE OR OTHER FAULT (EXCEPT FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE) OF LICENSOR, ITS INSTRUCTORS, CONSULTANTS, ASSOCIATES OR EMPLOYEES.

LICENSOR SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM ANY ERROR IN OR OMISSION FROM THE INFORMATION, COURSE MATERIAL AND CONTENT PROVIDED BY THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

12. NOTICE.

Notices to Licensees may be made via either email or regular mail. The Service may also provide notices of changes to the terms and conditions or other matters by displaying such notices or links to revised terms and conditions on the Service. Notice to Licensor may be made by registered mail to the address set forth above in Section 2.1.

13. TERMINATION.

13.1. The term of this Agreement shall be for one (1) year (the "Term"), and shall be automatically renewable for successive one (1) year periods (the "Renewal Term"), unless terminated by either party.

13.2. Licensor shall have the ability to terminate this Agreement for any reason at any time.

13.3. Upon termination of this Agreement for any reason, the licenses granted to Licensee herein shall immediately cease. Upon termination of this Agreement, Licensee shall immediately cease using the Service and the Course Materials. Licensee may no longer access the Service or the Course Materials after termination of this Agreement and Licensee shall promptly, at Licensor’s option, delete any Course Materials and all copies thereof from Licensee`s storage facilities.

13.4. All restrictions regarding the use and distribution of the Course Materials provided in terms of this Agreement, information provided by the Service and the content of the Service, or any other text, multimedia images (graphics, audio and video), data and other information provided by Licensor in connection with the Service shall survive the termination of this Agreement. 

14. GENERAL.

14.1. This Agreement governs the relationship between the parties regarding the use of the Service by the Licensee and supersedes any prior agreements. This Agreement shall be governed by the laws of the State of Pennsylvania, United States. The failure of Licensor to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such rights or provisions. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in these provisions and the other provisions of this Agreement shall remain in full force and effect. Licensee agrees that regardless of any law to the contrary any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within six (6) six months after such claim or cause of action arose or forever be barred. The section titles of this Agreement are for convenience only and have no legal or contractual effect.