EasyLlama Passthrough Terms

Pass Through Terms
EASYLLAMA PROVIDES THE EASYLLAMA COURSES TO CUSTOMER THROUGH OUR APPROVED RESELLERS. CUSTOMER HEREBY AGREES THAT THESE TERMS OF SERVICE (HEREINAFTER “AGREEMENT”) SHALL CONTROL CUSTOMER'S AND ITS AUTHORIZED USERS' ACCESS TO AND USE OF THE EASYLLAMA COURSES.

1. Definitions. 
1. Authorized Users. Customer ’s designated administrator(s) and participating personnel authorized to access and use the Course(s).
2. Course. The term “Course” shall mean the proprietary training modules developed and owned by EasyLlama, including, but not limited to, all hard copy, machine-readable materials that comprise the course, all related images, video and audio recordings, text, software, electronic files, data, and related documentation provided to Customer as part of Reseller ’s services.
3. Seat. The term “Seat” shall mean a single Authorized User that may access and use the Course(s) pursuant to terms of the ordering document and services agreement between Customer and Reseller.
4. Unused Seat. The term “Unused Seat” shall mean a Seat which has not been used by an assigned Authorized User to access any of the Course(s) in any manner, including any de-minimis activity, access and/or use (e.g., in excess of 1%)
2. Access Restrictions. A Seat may only be assigned to one (1) Authorized User and is not freely reassignable.  Unused Seats may be transferred to another Authorized User only in the event the employment of an Authorized User assigned to an Unused Seat is terminated and such Authorized User ’s prior access has been deactivated. All Seats shall expire at the end of the applicable subscription term and will not carry over to the next subscription term.
3. Reservation of Rights.  
1. EasyLlama IP. EasyLlama has and shall retain all right, title and interest, including, without limitation, all intellectual property rights, in and to the Course(s), and all source code and object code related thereto, and all copies, modifications and derivative works thereof. Any and all rights not expressly granted herein by EasyLlama are reserved by EasyLlama.  
2. Use Restrictions.  Customer will not use the Course(s) to develop or otherwise cause to bring to market any product or application that is competitive with the Course(s).  Customer will not distribute, redistribute, disseminate, sell, resell, or sublicense the Course(s) to any third party, commercial or otherwise.  Customer will not, directly or indirectly, alter or modify the  Course(s), or reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Course(s).
4. DISCLAIMERS.
1. DISCLAIMER - NO LEGAL OR PROFESSIONAL ADVICE. THE COURSE(S) ARE NOT INTENDED TO PROVIDE LEGAL OR OTHER PROFESSIONAL ADVICE.  THE COURSES MADE AVAILABLE TO CUSTOMER SHOULD NOT BE CONSTRUED AS, OR USED AS A SUBSTITUTE FOR, THE ADVICE OF COMPETENT LEGAL OR APPLICABLE PROFESSIONAL COUNSEL. 
2. DISCLAIMER – CUSTOMER RESPONSIBILITY TO ENSURE COMPLIANCE. CUSTOMER HAS THE SOLE DISCRETION TO CHOOSE WHICH AVAILABLE COURSE VERSION COMPLIES WITH APPLICABLE JURISDICTIONAL COMPLIANCE REQUIREMENTS.  IT IS CUSTOMER ’S SOLE RESPONSIBILITY TO ENSURE STATE AND FEDERAL TRAINING COMPLIANCE REQUIREMENTS HAVE BEEN SATISFIED BY ASSIGNING THE CORRECT JURISDICTIONAL VERSION AND ENSURING ANY MODIFICATION OR REMOVAL OF CONTENT COMPLIES WITH APPLICABLE FEDERAL AND STATE COMPLIANCE TRAINING REQUIREMENTS.  CUSTOMER SHOULD SEEK INDEPENDENT LEGAL COUNSEL TO ASSESS ANY RISKS ASSOCIATED WITH CUSTOMER ’S MODIFICATIONS. CUSTOMER HAS READ AND UNDERSTANDS THE FOREGOING DISCLAIMER AND EXPRESSLY WAIVES ANY CLAIMS AGAINST EASYLLAMA ARISING OUT OF THE SELECTION, ASSIGNMENT, AND MODIFICATION OF COURSES.
3. DISCLAIMER - NO GUARANTEE OF RESULTS OR OUTCOME:  EASYLLAMA DOES NOT GUARANTEE OR WARRANT ANY RESULTS OR OUTCOME WITH RESPECT TO THE COURSES.
5. DISCLAIMER OF WARRANTIES. UNLESS OTHERWISE STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COURSES MADE AVAILABLE TO CUSTOMER AND ITS AUTHORIZED USERS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EASYLLAMA DOES NOT REPRESENT OR WARRANT THAT THE COURSES, (I) WILL BE UNINTERRUPTED, TIMELY OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL MEET CUSTOMER ’S REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EASYLLAMA EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE.
6. DISCLAIMER OF THIRD PARTY CONTENT.  EASYLLAMA DISCLAIMS ANY AND ALL LIABILITY FOR ANY THIRD PARTY CONTENT MADE AVAILABLE TO CUSTOMER AND ITS AUTHORIZED USERS THROUGH THE COURSES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EASYLLAMA MAKES NO WARRANTIES REGARDING SUCH THIRD PARTY CONTENT, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.   
7. INDEMNITY.  Customer agrees to defend, indemnify and hold EasyLlama and its officers, directors, shareholders, employees, representatives, agents, and each of their respective successors and assigns  harmless from and against any and all damages, losses, liabilities, expenses, fees or costs (including, without limitation, reasonable attorneys ’ fees and costs incurred in connection with a third party claim arising out of or relating to (a) the acts or omissions of Customer and/or its Authorized Users, and/or (b) Customer and/or its Authorized Users ’ violation of applicable laws, rules and regulations.
8. LIMITATION OF LIABILITY. EASYLLAMA WILL NOT BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, SECURITY BREACH, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL EASYLLAMA ’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER FOR THE COURSES GIVING RISE TO THE CLAIM. 
9. Course Updates. EasyLlama may from time to time provide updates to Course(s) including updates to Course content in conformance with updated state and federal compliance requirements. Customer shall be solely responsible for ensuring its personnel are assigned to updated EasyLlama Course content to ensure compliance with applicable laws and regulations.