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If accepted, this AGREEMENT grants to LICENSEE a license to access the training modules and other products and services provided by NADA University Online on the NADA University Online learning management platform (www.NADAuniversity.com), subject to the terms and conditions stated herein.
CAREFULLY READ THIS AGREEMENT BEFORE INDICATING YOUR ACCEPTANCE. CLICKING "AGREED AND ACCEPTED" INDICATES THAT YOU AGREE TO BE BOUND AS LICENSEE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT.
As used in this AGREEMENT:
means you, the individual accessing the NADA University Online
DATA" means the copyrighted training modules and other
products and services provided and/or owned by NADA, and other
providers, that NADA makes available to LICENSEE through NADA
University Online. LICENSED DATA includes both complimentary
products and services as well as any purchased products and
ID" means the username, password, or other information
provided by NADA that is specific to LICENSEE and allows LICENSEE
to access NADA University Online.
and Authorized Use. NADA grants to LICENSEE a non-exclusive,
non-transferable, limited use license solely to access NADA
University Online, participate in the online learning modules and
other training, products and services (the LICENSED DATA), and to
use the LICENSED DATA for LICENSEE'S own internal purposes in
LICENSEE'S regular business in accordance with all terms and
conditions of this AGREEMENT.
to LICENSED DATA. After LICENSEE has accepted this AGREEMENT,
the LICENSEE will have access, via NADA University Online, to the
appropriate LICENSED DATA.
LICENSEE may access NADA University Online and/or the LICENSED DATA
and only in connection with the normal business needs of the
scrape, transfer, store, or cause or allow anyone else to extract,
scrape, transfer, or store LICENSED DATA or data derived from
LICENSED DATA, electronically or otherwise; provided that,
LICENSEE may print copies of reports or other materials designated
as downloadable content by NADA University Online;
sell, rent, lease, sublicense, or otherwise supply access to NADA
University Online or the ACCESS ID to any other party.;
resell, sublicense, publish, distribute, or otherwise disseminate
the LICENSED DATA, or use the LICENSED DATA in a commercial
around, deactivate, disable, or make unworkable, any of the
technical or other limitations placed into NADA University Online;
delete, or obscure any copyright notices or labels on or in NADA
NADA University Online, including any data taken or derived from
NADA University Online, as your own or declare your own copyright
on NADA University Online;
engineer, disassemble, or create derivative works based on NADA
University Online or the LICENSED DATA;
that NADA University Online endorses your own work or use any NADA
University Online or other NADA titles, trademarks, labels, or
logos in your own titles, product names, service names, or domain
NADA University Online within another application without the
express written permission of NADA, or incorporate NADA University
Online as a window within another application.
of this AGREEMENT begins on the date the ACCESS ID is sent to
LICENSEE, or as provided in any purchased subscription or other
agreement. The TERM will continue, unless otherwise terminated, in
accordance with the LICENSEE’S continued membership with NADA or
the length of any purchased subscription or other agreement.
in its sole discretion, terminate this AGREEMENT and/or may
restrict or cancel LICENSEE'S access to NADA University Online (1)
at any time due to non-payment; (2) at any time upon thirty (30)
days notice, or; (3) immediately upon discovery that LICENSEE has
violated any of the LICENSEE Warranties or other restrictions on
use in this AGREEMENT.
LICENSEE undertakes to ensure that, prior to using NADA University
Online, LICENSEE accepts this license and the terms of this
AGREEMENT, including, but not limited to, the restrictions on access
to NADA University Online and the prohibition against sharing
LICENSEE’S ACCESS ID with anyone else.
rights. LICENSEE understands and agrees that NADA has the right
to monitor LICENSEE'S use of and access to NADA University Online,
and that NADA may, at its sole discretion, inspect and audit
LICENSEE'S use of and access to NADA University Online. Upon request
from NADA, LICENSEE agrees to provide access to and information
about LICENSEE’S NADA University Online usage in connection with
any such inspection or audit. If any violations of the restrictions
in this AGREEMENT regarding access to NADA University Online or use
of the LICENSED DATA are discovered: (1) NADA will notify LICENSEE;
(2) LICENSEE agrees to immediately cease such unauthorized use, and
(3) LICENSEE will immediately pay any and all additional charges or
fees associated with such unauthorized use.
Storage. LICENSEE understands and agrees that NADA will store
authorized user access data and other data from NADA University
Online and information contained therein ("USER DATA"),
and other data derived from LICENSEE'S use of NADA University
Online. LICENSEE shall have the right to access the USER DATA for a
period of one year. LICENSEE shall have no ownership, intellectual
property, or other rights of any kind in the USER DATA or any other
data stored by NADA. NADA reserves the right to restrict LICENSEE’S
access to the USER DATA at any time upon written notice.
of Warranty. THE LICENSED DATA IS PROVIDED AS IS WITH ALL
FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY
WARRANTIES REGARDING THE ACCURACY, TIMELINESS, ADEQUACY,
COMPLETENESS, LEGALITY, RELIABILITY, OR USEFULNESS OF THE LICENSED
represents and warrants that access to NADA University Online will
not be granted to other persons, and the ACCESS ID will not be
shared with other individuals.
represents and warrants that LICENSEE has satisfied all
requirements in state and local law relevant to any use by LICENSEE
of the training modules, other products and services, and USER DATA
provided by NADA University Online, including any requirements
regarding the use of USER DATA by LICENSEE’S employer.
of liability; Indemnity.
assumes no liability for LICENSEE'S use of the LICENSED DATA, nor
will NADA be liable in the event LICENSED DATA is unavailable due
to network or server outage, transmission failure or other systems
failure. Further, NADA will not be liable for damages caused by
viruses of any kind.
event will NADA be liable to LICENSEE or third parties for
incidental or consequential damages including, without limitation,
lost profits, or indirect or special damages, even if NADA was
aware of the possibility of such damages. NADA's liability
hereunder will in no case exceed any charges paid by LICENSEE under
this AGREEMENT for the TERM during which such claim accrues.
agrees to indemnify NADA against any claim, liability, damages,
cost, or expense arising from or relating to LICENSEE'S use of NADA
University Online or the LICENSED DATA.
University Online may contain links to other websites, web-pages,
and services ("SITES") operated by other entities or
companies, and LICENSEE'S use of such SITES is subject to the Terms
and Conditions and other terms and guidelines, if any, contained
within such given SITE, or existing in a separate agreement between
LICENSEE and that third party. LICENSEE is solely responsible for
compliance with such terms and conditions. NADA disclaims all
liability for the content and/or materials available on such other
Nothing in this Agreement shall give LICENSEE any interest or
license in any trademark, logo, or trade name owned or licensed by
NADA University Online, the National Automobile Dealers Association
(NADA), or the third party instructors and other providers that
provide content for NADA University. LICENSEE agrees to refrain from
using these trademarks without the express written approval of the
holder of such trademarks.
Law. This AGREEMENT is construed and governed in accordance with
the laws of the Commonwealth of Virginia.
and Severance. This AGREEMENT constitutes the full and complete
understanding of the parties for Licensee’s access to and use of
NADA University Online and may not be altered or modified except by
written agreement. If any provision of this AGREEMENT is found
invalid or unenforceable, all remaining provisions of this AGREEMENT
will remain in full force and effect.
Clicking "Agreed and Accepted" indicates LICENSEE'S assent to be legally bound by this License Agreement.