5220 Lovers Lane, Suite LL-130, Portage MI 49002 ifpti.

org

COURSE END-USER LICENSE AGREEMENT (AGREEMENT)

ATTENTION: YOU MUST AGREE TO THE TERMS HEREOF AND CONTINUE WITH YOUR
ACCESS AND USE OF THE COURSE SUPPLIED BY INTERNATIONAL FOOD PROTECTION
TRAINING INSTITUTE HEREWITH, AND, IF APPLICABLE, CORRESPONDING
DOCUMENTATION, ASSOCIATED MEDIA, PRINTED MATERIALS, AND ONLINE OR
ELECTRONIC DOCUMENTATION (COLLECTIVELY, THE COURSE). ANY UPDATES OF
THE COURSE WHICH YOU ARE ENTITLED TO ACCESS, IF ANY, AND THAT ARE
PROVIDED TO YOU BY INTERNATIONAL FOOD PROTECTION TRAINING INSTITUTE
SHALL ALSO BE CONSIDERED INCLUDED IN THE DEFINITION OF COURSE FOR
PURPOSES OF THIS AGREEMENT.

IMPORTANT: THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN THE PERSON,

COMPANY, OR ORGANIZATION THAT HAS LICENSED THE COURSE (YOU OR
CUSTOMER) AND INTERNATIONAL FOOD PROTECTION TRAINING INSTITUTE. BY
ACCESSING AND/OR USING THE COURSE, CUSTOMER ACCEPTS THE COURSE AS IS
AND AGREES TO THE TERMS OF THIS AGREEMENT. READ IT CAREFULLY BEFORE
ACCESSING AND USING THE COURSE. IF YOU DO NOT AGREE TO BE BOUND BY
THESE TERMS, OR DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THESE TERMS,
THEN DO NOT ACCESS AND/OR USE THE COURSE AND IMMEDIATELY CONTACT
INTERNATIONAL FOOD PROTECTION TRAINING INSTITUTE FOR A FULL REFUND.

1. License Grant.

The licenses granted in this Section 1 are subject to the terms and conditions set forth in
this Agreement. During the period of time for which you have purchased the license
described hereunder (the Term), you may access and use the Course. A license for the
Course may not be shared by more than one (1) user or used concurrently on different
computers. You agree that International Food Protection Training Institute may audit
your use of the Course for compliance with these terms at any time, upon reasonable
notice. In the event that such audit reveals any use of the Course by you other than in
full compliance with the terms of this Agreement, without limiting your liability or any
remedy of International Food Protection Training Institute which shall be in addition to
and not in lieu of this provision, you shall reimburse International Food Protection
Training Institute for all reasonable expenses related to such audit. Your license rights
under this Agreement are non-exclusive.
2. License Use and Restrictions.
(a) Other than as set forth in Section 1, you may not make or distribute copies of the
Course, or electronically transfer the Course from one computer to another or over a
network.
(b) You may not alter, merge, modify, adapt or translate the Course, decompile, reverse
engineer, disassemble, or otherwise reduce the Course to a human-perceivable form,
create derivative works based upon the Course or otherwise use the Course to
develop any product having the same primary function as the Course.

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(c) You may not rent, lease, sell or sublicense your use of the Course. You may retain no
copies of the Course; however, you shall have the right to retain any test results
provided to you by International Food Protection Training Institute with respect to the
Course.
(d) You may not export the Course into any country prohibited by the United States Export
Administration Act and the regulations thereunder.
(e) You hereby represent and warrant that during the Term will not permit any other
person or entity to use the [Materials] in the performance of any contract or subcontract
for the provision of any personal property or nonpersonal services.
3. Termination.
This Agreement shall expire on its terms at the end of the Term. In the event that you fail
to comply with this Agreement, International Food Protection Training Institute shall have
the right to terminate the license granted hereunder immediately with no additional
notice or obligation to you. You hereby agree that, upon such expiration or termination,
without limiting your liability or International Food Protection Training Institutes remedies,
you shall destroy all copies of the Course and/or, upon request by International Food
Protection Training Institute, return all materials relating to the Course, in your
possession or control, to International Food Protection Training Institute. Sections 2, 3
and 4 through 10 shall survive the expiration or termination of this Agreement.
4. Ownership.
The foregoing license gives you limited license to use the Course. International Food
Protection Training Institute retains all right, title and interest, including all copyright and
intellectual property rights, in and to the Course (as an independent work and as an
underlying work serving as a basis for any materials you may develop that incorporate or
make use of materials from the Course), and all copies thereof and all results of your
use thereof; provided, that International Food Protection Training Institute shall provide
you with a copy of the results of your use of the Course. All rights not specifically granted
in this Agreement, including federal and international copyrights, are hereby reserved by
International Food Protection Training Institute.
5. LIMITED WARRANTY AND DISCLAIMER.
YOU ACKNOWLEDGE AND AGREE THAT THE COURSE IS BEING PROVIDED TO
YOU ON AN AS IS BASIS. INTERNATIONAL FOOD PROTECTION TRAINING
INSTITUTE HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS,
WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF
THE UCC WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED
HEREIN. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO
THE COURSE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THE
SHORTEST PERIOD OF TIME PERMITTED UNDER SUCH APPLICABLE LAW. NO
ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INTERNATIONAL
FOOD PROTECTION TRAINING INSTITUTE, ITS AGENTS OR EMPLOYEES SHALL
CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY
WARRANTY PROVIDED HEREIN.

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6. EXCLUSIVE REMEDY.
Provided that any issues with the Course are reported in writing to International Food
Protection Training Institute during the Term, International Food Protection Training
Institute in its sole discretion shall choose to (i) provide a replacement of the Course, (ii)
service the Course, or (iii) refund to you your purchase price for the Course. THIS
REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR
BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE
COURSE AND RELATED MATERIALS.
7. LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INTERNATIONAL
FOOD PROTECTION TRAINING INSTITUTE SHALL NOT BE LIABLE TO YOU OR
ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE,
COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO,
DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS
OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE),
ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE COURSE AND BASED
ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH
OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR
OTHERWISE, EVEN IF INTERNATIONAL FOOD PROTECTION TRAINING
INSTITUTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS
ESSENTIAL PURPOSE. INTERNATIONAL FOOD PROTECTION TRAINING
INSTITUTES TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY
CAUSE WHATSOEVER SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR
THE COURSE THAT CAUSED SUCH DAMAGE.
8. Basis of Bargain.
The Limited Warranty and Disclaimer, Exclusive Remedies and Limited Liability set forth
above are fundamental elements of the basis of the agreement between International
Food Protection Training Institute and you. International Food Protection Training
Institute would not be able to provide the Course on an economic basis without such
limitations. Such Limited Warranty and Disclaimer, Exclusive Remedies and Limited
Liability inure to the benefit of International Food Protection Training Institutes licensors,
successors and assigns.
9. Third Party Software.
The Course may contain third party software which requires notices and/or additional
terms and conditions. By accepting this Agreement, you are also accepting the
additional terms and conditions, if any, set forth therein.
10. General.
(a) This Agreement shall be governed by the internal laws of the State of Michigan, without
giving effect to principles of conflict of laws. You hereby consent to the exclusive
jurisdiction and venue of the state courts or the federal courts of Michigan to resolve
any disputes arising under this Agreement. In each case this Agreement shall be
construed and enforced without regard to the United Nations Convention on the
International Sale of Goods.

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(b) This Agreement contains the complete agreement between the parties with respect to
the subject matter hereof, and supersedes all prior or contemporaneous agreements
or understandings, whether oral or written. You agree that any varying or additional
terms contained in any purchase order or other written notification or document issued
by you in relation to the Course licensed hereunder shall be of no effect. The failure or
delay of International Food Protection Training Institute to exercise any of its rights
under this Agreement or upon any breach of this Agreement shall not be deemed a
waiver of those rights or of the breach.
(c) No International Food Protection Training Institute agent or employee is authorized to
make any amendment to this Agreement unless such amendment is in writing and
signed by a duly authorized representative of International Food Protection Training
Institute.
(d) If any provision of this Agreement shall be held by a court of competent jurisdiction to
be contrary to law, that provision will be enforced to the maximum extent permitted,
and the remaining provisions of this Agreement will remain in full force and effect.
(e) All questions concerning this Agreement shall be directed to: International Food
Protection Training Institute.; 5220 Lovers Lane, Suite LL-130, Portage, MI 49002;
Attention: General Counsel.
(f) International Food Protection Training Institute and other trademarks contained in the
Course are trademarks or registrations of International Food Protection Training
Institute in the United States and/or other countries. Third party trademarks, trade
names, product names and logos may be the trademarks or registered trademarks of
their respective owners. You may not remove or alter any trademark, trade name,
product name, logo, copyright or other proprietary notice, legend, symbol or label in
the Course. This Agreement does not authorize you to use International Food
Protection Training Institute’s name or any of its trademarks.
(g) You shall not disclose any information contained in the Course or this Agreement to
any third party without the express prior written consent of International Food
Protection Training Institute.

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