ASTD is willing to license the e-document to you only upon the condition that you accept all of the terms and conditions set forth in this license agreement ("agreement"). Please read these terms and conditions carefully before continuing, as continuing will indicate your assent to them. If you do not agree to these terms and conditions, then ASTD is unwilling to license the e-document to you and you should not continue to install the e-document.
1. Grant of license for personal use
ASTD grants you a non-exclusive, non-transferable, non-sub licensable right, and license to use the object code of the content, text, images, graphics, and other material included in this download (the "e-document") solely for your personal, non-commercial use. You shall not exceed the scope of the license granted hereunder. Any rights not expressly granted by ASTD to you are reserved by ASTD, and all implied licenses are disclaimed.
The e-document is proprietary technology of ASTD and/or its licensors, and is protected under u.s. copyright law and international treaty provisions. ASTD retains all ownership and intellectual property rights in and to the e-document. Except for the limited rights granted to you by this agreement, you have no ownership or other intellectual property rights in the e-document. You may not remove any proprietary notices of ASTD or any of its licensors from any copy of the e-document. Any other use of the e-document by you or any other entity is strictly forbidden and is a violation of this agreement. The ASTD name and logo, and all related product and service names, design marks, and slogans are the trademarks, service marks or registered trademarks of ASTD, and may not be used in any manner without the prior written consent of ASTD.
You may not publish, display, broadcast, merge, link, frame, disclose, sell, rent, lease, modify, loan, distribute, provide third party access to, or create derivative works of the e-document, or any part thereof. You may not assign, sublicense, convey or otherwise transfer, pledge as security, or otherwise encumber the rights and licenses granted hereunder, with respect to the e-document. You may not copy, reverse engineer, decompile, reverse compile, translate, adapt, or disassemble the e-document, or any part thereof, nor shall you attempt to create the source code, if any, from the object code for the e-document. You may not market, co-brand, private label or otherwise permit third parties to access the e-document, or any part thereof. You may not use the e-document, or any part thereof, in the operation of a service bureau, or for the benefit of any other person or entity. You may not cause, assist or permit any third party to do any of the foregoing.
4. Limitation of liability
In no event will ASTD be liable to you or any third party for any incidental or consequential damages (including, without limitation, indirect, special, punitive, or exemplary damages for loss of business, loss of profits, business interruption, or loss of business information) arising out of the use of, or inability to use, the e-document, or for any claim by any other party, even if ASTD has been advised of the possibility of such damages. If this limitation of liability or the exclusion of warranty set forth herein is held inapplicable or unenforceable for any reason, then the cumulative maximum liability of ASTD, its affiliates, and third-party suppliers, including their officers, directors, employees, subcontractors, agents, successors or assigns, for any type of damages shall limited to the lesser of the amount paid for the e-document or u.s. $100.00.
Some states do not allow the exclusion or limitations provided herein and they may not apply to you. You may also have other rights that may vary from state to state.
5. Export restrictions
This agreement is expressly made subject to any applicable laws, regulations, orders, or other restrictions on the export of the e-document, or information about such e-document, which may be imposed from time to time. You shall not export the e-document, documentation or information about the e-document and documentation without complying with such laws, regulations, orders, or other restrictions. You agree to indemnify ASTD against all claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys' fees, to the extent such claims arise out of any breach of this section.
You agree to indemnify, defend, and hold harmless ASTD and its officers, directors, employees, subcontractors, agents, successors or assigns from any and all third party claims, liability, damages, and/or costs (including, but not limited to, attorneys fees) arising from your use of the e-document, your violation of this agreement, or your infringement of any intellectual property or other right of any third party.
7. Special procedure for U.S. government sales
If the e-document is acquired by the U.S. government, or on its behalf, the e-document is furnished with "restricted rights" as defined in federal acquisition regulation ("far") 52.227-19(c)(2), and dfar 252.227-7013 to 7019, as applicable. Use, duplication or disclosure of the e-document and documentation by the U.S. government and parties acting on its behalf, is governed by, and subject to, the restrictions set forth in far 52.227-19(c)(1) and (2) or dfar 252.227-7013 to 7019, as applicable.
This agreement shall be governed by, and construed in accordance with, the laws of the commonwealth of Virginia, without regard to its conflict of laws provisions. The exclusive forum for any action arising hereunder is in a court of competent jurisdiction in the commonwealth of Virginia. You acknowledge and agree that the parties hereto are independent contractors, and no agency, partnership, franchise, joint venture, or employer-employee relationship, is intended or created by this agreement. This agreement shall constitute the entire agreement between the parties hereto. This agreement, the rights granted hereunder, and the e-document shall not be assigned by you without the prior written consent of ASTD. Any waiver or modification of this agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this agreement shall be interpreted so as to reasonably affect the intention of the parties.