Use Agreement

This Use Agreement, including the Software and Web Site(s) Licence (collectively, the "Use Agreement"), is a legal document that details the rights and obligations of your use of any web sites owned, operated, or authorised by Video Professor, Inc. ("Web Site(s)") and if applicable, your use of computer programs furnished to you online by Video Professor ("Software"). When you use the Web Site(s), the terms regarding use of the Web Site(s) apply to you and when you visit the Web Site(s), you accept these conditions. If you subscribe to access the Software, the terms regarding use of the Software apply to you, and we refer to you as "Subscriber" as well as "you". If you purchase Video Professor CDs or other Video Professor products offline or for offline use, please refer to the End User Licence Agreement included with the products for terms governing your use of such Video Professor products. Use of the Web Site(s) and the Software is licenced, not sold, to you by Video Professor or one of its licenced affiliates for use under the terms of this Use Agreement and Video Professor and its applicable licensors reserve any rights not expressly granted to you herein. This Use Agreement contains important information concerning your use of the Web Site(s) and the Software. If you have any questions regarding this Use Agreement, the Web Site(s), or any of your rights and obligations related to your use of the Web Site(s) or use of the Software, you should contact our UK Customer Service Centre by going to Customer Service in the Contact Us section of this Web Site or by calling 0870 366 7760. You and Video Professor agree that the services covered by this Use Agreement are delivered by Video Professor or its authorised agents or contractors.

Video Professor is a corporation established under the laws of the State of Colorado in the United States.   Its offices are located at 12055 West 2nd Place, Lakewood, Colorado  80288, United States.  Video Professor’s authorised supplier in the UK is Anderson Manning Associates, located at AMA Communication Centre, 2 Enterprise Road, Bangor BT19 7T. 

If you are an authorised user accessing the Software and/or Web Site(s) via GSA or another U.S. governmental entity, the provisions herein regarding Charges and Billing, Changes to the Use Agreement, Privacy Policy, and Video Professor customer service phone numbers may not apply, and Video Professor’s agreement with GSA or other governmental entity, together with such government’s requirements, may contain rights and obligations specific to your access to the Software and/or the Web Site(s).
 

Changes to Use Agreement and Training Lessons

To continue to provide you with world-class service and the highest quality computer-training lessons, Video Professor is continually updating its products and the Web Site(s). For these reasons, it may be necessary for Video Professor to update or revise certain provisions of the Use Agreement, its licence agreements or its Privacy Policy. It is your responsibility to check the terms of this Use Agreement periodically for changes.  By your acceptance of this Use Agreement, or by your continued use of the Web Site(s) and if applicable, the Software, you agree that Video Professor may change the terms of this Use Agreement without prior notice to you, and that the terms of use of the then-current Use Agreement will govern your rights and obligations of your use of the Web Site(s) and the Software. You also agree that Video Professor may at any time revise, edit or delete training lessons in their entirety. If you do not agree to the terms in this Use Agree ment as updated from time to time, your only remedy is to cancel your subscription to the Software.

Privacy Policy

The Video Professor Privacy Policy explains how Video Professor collects, uses, and discloses personal information in connection with your use of the Web Site(s) and your purchase of Video Professor products, as well as the choices Video Professor gives you about such uses and disclosures. By your acceptance of this Use Agreement, by your continued use of the Web Site(s), and if applicable, your continued use of the Video Professor products, you authorise the collection, use, and disclosure of personal information by Video Professor as provided for under Video Professor’s then-current Privacy Policy.  To view Video Professor’s Privacy Policy, click here. Since Video Professor’s Privacy Policy may change, you should check the current Privacy Policy for the most current version. Additionally, by using the Web Site(s), you acknowledge and agree that Internet transmissions are never completely private or secure .  You understand that any message or information you send to the Web Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

Links to Third Party Sites

Many of the Web Site(s) contain links that will let you leave the Web Site(s). The linked sites are not under the control of Video Professor, and you acknowledge that Video Professor is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Video Professor is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Video Professor of the site.

Third Party Offers

From time to time, offers of Third Parties ("Third-Party Offers") may be made available to you through the Web Site(s). Such Third-Party Offers are not under the control of Video Professor, and you acknowledge that Video Professor is not responsible for the fulfillment or any other aspect of such Third Party Offers.

Copyrights and Trademarks

All content included in the Software and on the Web Site(s) is the property of Video Professor or its third-party licensors and protected by U.S. and international copyright laws.

VIDEO PROFESSOR, TRY MY PRODUCT, COMPUCARDS, SOFTWARE SAVERS, VIDEO PROFESSOR ONLINE, and other Video Professor logos are trademarks or registered trademarks of Video Professor, Inc. All other trademarks not owned by Video Professor that appear in the Software or on this site are the property of their respective owners.

Making unauthorised copies of any content may lead to the termination of your subscription and may subject you to further legal action beyond the termination of your subscription. Similarly, third-party licensors may take criminal or civil action against you. In that event, you agree to hold harmless Video Professor and its subsidiaries, affiliates, related companies, employees, officers, directors and agents.

Charges and Billing

Video Professor may offer various opportunities to access our software in the online format. For example, Video Professor may offer you the opportunity to try the Software for a fixed period of time ("Trial"); to purchase the right to use the Software for a fixed period of time ("Direct Purchase"); or to subscribe to the subscription service that allows subscribers to view certain Software provided their subscription is current ("Pre-paid Subscription").

At the end of any Trial or other promotional period, we will begin billing your credit card for subscription fees at the current rate in effect for your use of the Software plus any applicable sales taxes. For your convenience, we will charge the subscription fee (plus any taxes) to the credit card you provide to us during registration (or to a different credit card if you change your account information). Your subscription, whether it is Trial or another promotional period, unless it is a Direct Purchase, will automatically renew for successive subscription periods, without prior notice to you, unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid billing of subscription fees to your credit card. We will continue to bill your credit card on a monthly basis (or other periodic billing, depending upon the terms of your subscription) for your subscription to the Software until you canc el your subscription. If you are not satisfied with the fees or billing methods, you may cancel your subscription at any time, with such cancellation being effective as of the expiration of the current promotional or subscription period, as applicable. If you subscribed to a free or paid Trial period to the Software, you should understand that your subscription runs continuously from your initial subscription regardless of your use of the Software, and to avoid being charged a subscription fee, you must cancel your account before the end of the Trial period. Video Professor reserves the right to change our fees or billing methods at any time, but we will give you thirty (30) days advance e-mail notice of these changes if your subscription fee(s) will be affected. In certain circumstances, termination charges may apply if you cancel prior to the end of a designated term, if, for example, you have obtained a bonus product.

If you have any questions about our fees, canceling your subscription, or billing methods, or if you want to update or change your address, or e-mail address, you may contact our Customer Service Centre by going to Customer Service in the Contact Us section of our Web Site(s), or by calling 0870 366 7760. You are responsible for any charges for premium content incurred using your subscription and these charges apply even during a Trial period.

All fees are quoted in United Kingdom Pounds unless stated otherwise. You are responsible for paying all fees and applicable taxes associated with the Software with a valid payment method. If your payment method fails, we may collect fees resulting from our collection procedures.

System Requirements

Video Professor CD-ROM Software has been tested and approved for use with Windows 95 or higher operating systems. In order to access and use Video Professor CD-ROMs, you are required to have a 300 megahertz or higher processor (166 MHz--266 MHz minimum supported; may limit performance). The type of processor must be in the Intel Pentium/Celeron family or in the AMD K6/Athlon family. Memory must be 128 MB of RAM or higher (64 MB minimum supported; may limit performance). Computer system should include the following: 4 megahertz SGVA video card; 16-bit color with a display of 800 x 600 pixels or better; sound card equivalent to a PCI sound blaster; 32x CD-ROM or higher (16x minimum supported; may limit performance). Program runs from CD-ROM; no hard drive space is required; some lessons have student files that will need to be saved to the end user’s computer; space is determined by the size of the lesson files.

Governing Law, Notices, and Language

This Use Agreement is intended for your benefit and not the benefit of any third party. This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the state of Colorado, and any action brought by either party to enforce this Agreement shall be brought in the relevant state or federal court in Denver, Colorado. You hereby submit to the personal jurisdiction of such courts. The parties hereby expressly exclude applicability of the United Nations Convention on the International Sale of Goods. If for any reason a court of competent jurisdiction shall find any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. You expressly acknowledge and agree that Video Professor may contact you with information regarding the Software via the information you provided when you ordered the Software or upon registration. If you change your contact information, you are responsible for notifying Video Professor of any such change so that Video Professor may contact you. Notice shall be deemed given 24 hours after e-mail is sent or three days after mailing to the address you provided during the registration process. If you send notice to Video Professor, you must use the following address: Video Professor, Inc., Video Professor-AMA Communication Centre, 2 Enterprise Road, Bangor BT19 7T. ATTN:  Legal Department or e-mail your notice to legaluk@videoprofessor.com.  You and Video Professor expressly agree that this contract is written in the English language only which language shall be controlling in all respects.

Electronic Delivery

By affirmatively ordering Video Professor products, you consent to receive all communications, including agreements, notices, legally-required disclosures and other information relating to your use of the Web Site(s), Video Professor products, or Software electronically from Video Professor. You agree that Video Professor may send you electronic notice by e-mail and/or by notice on the Web Site(s) or Software. You must have Internet access in order to access electronic communications, Adobe Acrobat Reader and a printer attached to your computer or network to print any notices. Please click here to retrieve an electronic copy and a printable version of this Use Agreement.

You may withdraw your consent to receive notices electronically by contacting Video Professor, Inc., AMA Communication Centre, Newtownards Road, Bangor BT19 7TA or by visiting our Opt Out Page.However, if you choose to withdraw consent, Video Professor may terminate your subscription to the Software or terminate your licence to use the Video Professor products. All registrations, terms, and agreements will be completed electronically and for all legal purposes will be considered to be in writing and legally enforceable as a signed writing.

However, if you choose to withdraw consent, Video Professor may terminate your subscription to the Software or terminate your licence to use the Video Professor products. All registrations, terms, and agreements will be completed electronically and for all legal purposes will be considered to be in writing and legally enforceable as a signed writing.

Software and Web Site(s) Licence

The Software and Web Site(s) are the proprietary and copyrighted work of Video Professor and/or its third-party licensors or contractors. Video Professor provides you with a limited licence to use our Software and Web Site(s), which you agree to use in accordance with these rules ("Licence"). You may not sub-licence, or charge others to use or access, our Software and Web Site(s) without first obtaining written permission from us. We will occasionally provide automatic upgrades to improve your experience on the Web Site(s) and with the Software. During your subscription to the Software, Video Professor grants to you a limited, nonexclusive, nontransferable, licence to use the Software in accordance with the terms of this limited licence. All right, title and interest in and to the Software and the Web Site(s) is retained by Video Professor and its licensors, and this Agreement shall not be construed as transferring any rights of ownership or licence to the Software or to any information therein except as expressly set forth in this Agreement.

Restrictions

You may not use the Software for benchmarking or performance testing. You may not reverse engineer, decompile, disassemble or otherwise reduce the Software to any human perceivable form. You may not modify, adapt, translate, rent, lease, loan or create derivative works based upon the Software or Web Site(s) or any parts thereof. You may not reproduce, transmit, edit, alter, modify, create derivative works of, rent, lease, loan, resell or distribute the Software or Web Site(s), in whole or in part. You may not copy, download or otherwise transfer the Software or content from the Web Site(s) to your computer or any other computer or storage device. You may not remove any proprietary markings of Video Professor or its licensors.

If you are accessing the Software on behalf of the United States Government, the Software is classified as "Commercial Computer Software," as that term is used in 48 CFR §12.212 and 48 CFR §227.7202, and the Government may only acquire Restricted Rights therein. Consistent with 48 CFR §12.212 and 48 CFR §227.7202-1 through §227.7202-4, the Commercial Computer Software is being licenced to U.S. Government end users (i) only as a Commercial Item, as that term is defined at 48 CFR 2.101; and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. The Software Contractor/manufacturer is Video Professor, Inc. or its applicable licensors. You further warrant and represent that you are not located in, under the control of, or a national or resident of, and will not download, export, or re-export to, a national or resident of, a country subject to U.S. embargoes, or listed on the U .S. Treasury Department list of Specially Designated Nationals or the U.S. Commerce Department Denied Persons List or Entities List. You agree to defend, indemnify and hold harmless Video Professor and its employees, contractors, officers, directors from all liabilities, claims and expenses, including attorneys’ fees that arise from a breach of this Agreement or use of the Web Site(s) for which you are responsible.

Limitations

You acknowledge that the Web Site(s) and the Software may contain bugs, omissions, typographical errors or other errors. Video Professor reserves the right to make improvements and changes in the Web Site(s) and the Software at any time without notice or liability to you; provided however that Video Professor is under no obligation to make such improvements or changes. You acknowledge and agree that Video Professor has no obligation to support or update the Web Site(s) or the Software and has no obligation to provide you with any support, maintenance, corrections, "bug fixes," updates, new versions or revisions thereto. You understand that Video Professor’s introduction of various technologies may not be consistent across all platforms and that the performance of the Web Site(s) may vary depending on your Internet connection, your computer and other equipment.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

SUBSCRIBER AGREES THAT THE WEB SITE(S) AND THE SOFTWARE ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. VIDEO PROFESSOR MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE WEB SITE(S) OR THE SOFTWARE, AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES AND REPRESENTATIONS THEREFOR, INCLUDING WITHOUT LIMITATION, ANY AND ALL EXPRESS OR IMPLIED WARRANTIES AND REPRESENTATIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VIDEO PROFESSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE VIRUS OR ERROR FREE OR THAT DEFECTS, IF ANY, IN THE SOFTWARE WILL BE CORRECTED. YOU AGREE AND ACKNOWLEDGE THAT YOU ARE USING THE WEB SITE(S) AND INSTALLING THE SOFTWARE AT YOUR OWN RISK. VIDEO PROFESSOR DOES NOT WARRANT OR REPRESENT THE ACCURACY OR RELIABLITY OF THE USE OR RESULTS OF THE USE OF THE WEB SITE(S) OR SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VIDEO PROFESSOR OR A VIDEO PROFESSOR REPRESENTATIVE SHALL CREATE A WARRANTY OR INCREASE THE SCOPE OF THIS WARRANTY OR THE LICENCE. BY ACCEPTING THE TERMS OF THIS AGREEMENT, PERMISSION TO INSTALL ICONS ON THE COMPUTER DESKTOP AND TO ACTIVATE THE SOFTWARE’S STAY-ON-TOP FEATURE, WHICH ALLOWS THE SOFTWARE TO OPERATE ON TOP OF ALL OTHER APPLICATIONS OR SOFTWARE THAT MAY BE SIMULTANEOUSLY RUNNING, IS EXPRESSLY GRANTED BY THE SUBSCRIBER TO VIDEO PROFESSOR. YOU ACKNOWLEDGE AND AGREE THAT REMOVAL OF THE ICONS FROM THE COMPUTER IS THE SOLE RESPONSBILITY OF THE SUBSCRIBER, AND THAT VIDEO PROFESSOR SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES WHATSOEVER AS A RESULT OF REMOVAL OF THE ICONS BY THE SUBSCRIBER. YOU ALSO GRANT PERMISSION TO CHANGE YOUR COMPUTER’S REGISTRY KEY TO INTERNET EXPLORER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. VIDEO PROFESSOR MAY GIVE YOU THE OPPORTUNITY TO INSTALL SOFTWARE OR PROGRAMS PROVIDED BY OTHER COMPANIES ("THIRD-PARTY PROGRAMS") ON YOUR COMPUTER. YOU ACKNOWLEDGE THAT SUCH THIRD-PARTY PROGRAMS MAY NOT BE ERROR FREE OR ACCURATE, AND THEREFORE YOU ACKNOWLEDGE AND AGREE THAT BY INSTALLING SUCH THIRD-PARTY PROGRAMS ON YOUR COMPUTER, YOU DO SO AT YOUR OWN RISK. YOU AGREE TO COMPLY WITH ALL LICENCE TERMS FOR THIRD-PARTY PROGRAMS THAT ARE DISCLOSED TO YOU BY VIDEO PROFESSOR. YOU ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION APPLY TO THE THIRD-PARTY PROGRAMS.

NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, VIDEO PROFESSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES WHATSOEVER, WHETHER ARISING IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF DATA, COMPUTER REPAIR COSTS, LOST PROFITS OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, THE RESULTS OF THE USE, OR THE INABILITY TO USE THE SOFTWARE OR THIRD-PARTY PROGRAMS, EVEN IF VIDEO PROFESSOR HAS BEEN ADVISED OF, OR SHOULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES. SUBSCRIBER’S SOLE REMEDY SHALL BE TO TERMINATE THE SUBSCRIPTION TO THE SOFTWARE OR CEASE USING THE WEB SITE(S). VIDEO PROFESSOR’S AGGREGATE LIABILITY FOR ANY BREACH OF THIS AGREEMENT SHALL NOT EXCEED THE ORIGINAL PURCHASE PRICE OF THE SOFTWARE LICENCED UNDER THIS AGREEMENT.   SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES, SO THE ABOVE EXCLUSIONS SHALL ONLY APPLY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.  NOTHING IN THIS AGREEMENT SHALL EXCLUDE VIDEO PROFESSOR’S LIABILITY FOR:  (i)  DEATH OR PERSONAL INJURY ARISING THROUGH NEGLIGENCE;  (ii) FRAUDULENT MISREPRESENTATION; AND/OR  (iii) ANYTHING ELSE THAT CANNOT BE EXCLUDED OR LIMITED BY VIDEO PROFESSOR IN THIS AGREEMENT UNDER APPLICABLE LAW.

Termination

Unless otherwise provided by the terms of a separate agreement with Video Professor, either you or Video Professor may terminate or cancel your subscription to the Software at any time for any reason. In certain circumstances, termination charges may apply if you cancel prior to the end of a designated term, if, for example, you have obtained a bonus product. You understand and agree that the cancellation of your account is your sole right and remedy with respect to any dispute with Video Professor. This includes, but is not limited to, any dispute related to, or arising out of: (1) any term of this Use Agreement or Video Professor’s enforcement or application of this Use Agreement; (2) any policy or licence agreement of Video Professor, including Video Professor’s Privacy Policy, or any licence agreement applicable to any Video Professor product; (3) the Software or content available on the Web Site(s) or any change in the Software or content on the Web Site(s); (4) your inability to access and/or use the Web Site(s); or (5) the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods. You can cancel your subscription by contacting Video Professor’s UK Customer Service department by calling 0870 366 7760 or at the Customer Service page on the Web Site(s). Video Professor shall have the right to substitute the Software content on similar subjects without notice to you. Video Professor shall have the right to withdraw certain Software from its available products at any time by providing e-mail notice to you, in which instance Video Professor may offer you substitute Software subject to the same terms as this Use Agreement or, at Video Professor’s discretion, a refund of any Pre-paid Subscription fees for the time remaining in your subscription. The Licence will terminate immediately without notice from Video Professor or judicial resolution if you fail to comply with any provision of this Use Agreement. In the event that your subscription is terminated or canceled because you have failed to comply with any provision of the Use Agreement, Video Professor reserves the right to withhold any refund, including any Pre-paid Subscription fees. You represent and warrant that you are at least eighteen (18) years of age and that you have read and agree with the foregoing.

Void Where Prohibited

Video Professor Web Sites may be administered from its corporate offices in Lakewood, Colorado and, for purposes of the United Kingdom website, by its authorised supplier, Anderson Manning Associates, located in the United Kingdom at AMA Communication Centre, 2 Enterprise Road, Bangor BT19 7T.  Although the Web Sites are accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Web Sites are available to all persons or in all geographic locations, or appropriate or available for use outside the United States.  Video Professor reserves the right to limit, in its sole discretion, the availability of its products and services to any person or geographic area.  Any product offer made on the Web Sites is void where prohibited.

Last modified November 3, 2006