BY CLICKING “AGREE”, YOU ACCEPT THE TERMS AND CONDITIONS OF THE FOLLOWING NEW HORIZONS FOUNDATION LICENSE AGREEMENT.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK “DECLINE” AND THE TRANSACTION WILL NOT CONTINUE.
This License Agreement (“Agreement”) is made by and between NEW HORIZONS FOUNDATION (an HVAC and sheet metal industry initiative), a Minnesota nonprofit corporation having its registered office at 220 South 6th Street, Suite 2200, Minneapolis, MN 55402 (“Foundation” or “Licensor”) and the authorized member of New Horizons Foundation or purchaser of the publication (“You”).
1. LICENSES; RESTRICTIONS
1.1. License Grant. Subject to the terms of this Agreement, Licensor grants, and You accept, a non-exclusive, non-transferable license to access, download and use, solely for Your personal business education purposes, the proprietary copyrighted white papers, reports and other publications (“Publications”) generated by Licensor for use by You. You may download one copy of the Publications per license. All downloaded copies of the Publications must contain the copyright notices contained in the master copy, and all copies are subject to the terms and conditions contained in this Agreement. You may use the information provided in the Publication for Your education and business advancement purposes.
1.3. Title. Licensor retains all title to and all rights to the Publications, all copies and derivative works and all related documentation and materials.
2. PURCHASE OF PUBLICATIONS
2.1. License Fee. You agree to pay to Licensor a license fee in the amount stated on Your completed website order form or other such form documenting the transaction, and shall be invoiced by Licensor in accordance with the payment terms stated on its website. Members of New Horizons Foundation may be granted a license free from paying a License Fee; however, if their membership in New Horizons Foundation lapses or is not renewed, the member must pay a license fee to be able to continue to use and access the Publications.
3.1.1. Term. This Agreement shall be indefinite commencing upon the Effective Date. This Agreement is subject to termination as provided in this Agreement.
3.1.2. Limitation for New Horizons Foundation Members and Foundation Contributors. The term of this Agreement shall commence upon the Effective Date and automatically terminate upon the New Horizons Foundation member or Foundation contributor ceasing to be a New Horizons Foundation member or Foundation contributor. This Agreement is subject to termination as provided in this Agreement.
3.2. Termination. This License shall automatically terminate if You materially breach this Agreement. Upon termination, all rights granted to You hereunder shall automatically revert to Licensor and You shall immediately cease all use of the Publications, destroy and delete Publications in electronic form and return to Licensor all hard copies of the Publications and all portions thereof, and so certify to Licensor upon Licensor’s request. Except for the License Grant (Section 1) and except as otherwise expressly provided herein, the terms of this Agreement, which by their nature, should remain in effect beyond the Term of this License shall survive termination. Termination is not an exclusive remedy and all other remedies (including, without limitation, equitable relief) will be available to Licensor whether or not the Agreement is terminated.
4.1. The Publications are owned by Licensor and are protected by copyright laws and international treaty provisions.
5. TECHNICAL REQUIREMENTS
5.1. Minimum Technical Requirements. You acknowledge having the minimum technical requirements to download and/or use the Publications.
5.2. Connectivity. Licensor is not responsible for Your Internet connection or service and outages due to problems with connectivity are beyond the scope of Licensor’s responsibility under this Agreement.
6. WARRANTIES & DISCLAIMERS
6.1. Your Representations and Warranties. You represent and warrant to Licensor that You have the legal right and authority to enter into this Agreement.
6.2. Licensor’s Warranties. Licensor warrants that it has the full right to license use of the Publications to You and to comply with its obligations under this Agreement.
6.3. Disclaimers. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY LICENSOR. LICENSOR DOES NOT VERIFY THE VERACITY OF ANY OF THE PUBLICATIONS, AND YOU ASSUME ALL LIABILITY FROM USE OF THE PUBLICATIONS AND USES THE PUBLICATIONS AT ITS OWN RISK. THE PUBLICATIONS ARE PROVIDED “AS IS,” AND EXCEPT AS SET FORTH ABOVE, LICENSOR SPECIFICALLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PUBLICATIONS AND/OR ANY OTHER MATERIALS OR SERVICES FURNISHED TO YOU UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
6.4. NO AGENT OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE PUBLICATIONS.
6.5. YOUR USE OF THE PUBLICATIONS IS AT YOUR OWN RISK. LICENSOR SHALL NOT HAVE ANY LIABILITY RESULTING FROM YOUR DOWNLOADING OR USE OF THE PUBLICATIONS AND/OR WITH RESPECT TO ANY DATA TRANSMITTED WITH USE OF THE COMPUTER SOFTWARE.
6.6. Remedies. UPON LICENSOR’S BREACH OF ANY OF THE WARRANTIES, YOU SHALL HAVE THE RIGHT FOR LICENSOR, UPON WRITTEN NOTICE BY YOU TO LICENSOR OF THE BREACH, TO PROVIDE A REPLACEMENT COPY OF SUCH PUBLICATIONS AT ISSUE. IN THE EVENT LICENSOR DETERMINES SUCH REPLACEMENT WOULD NOT CORRECT ANY BREACH, LICENSOR MAY REFUND FEES PAID TO LICENSOR IN THE TWELVE (12) MONTHS PRIOR TO THE NOTICE OF BREACH FOR ANY SUCH PUBLICATIONS. THE FOREGOING REMEDIES SHALL BE THE EXCLUSIVE REMEDIES AVAILABLE TO YOU.
6.7. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LICENSOR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU TO LICENSOR DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO LIABILITY UNDER THIS AGREEMENT. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES CAUSED BY ANY VIRUSES, TROJAN HORSES OR OTHER SIMILAR CODE, OR ANY DENIAL-OF-SERVICE ATTACKS OR ANY UNAUTHORIZED ACCESS TO YOUR SYSTEM BY UNRELATED THIRD PARTIES. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOST PROFITS OR REVENUES, INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA, LOSS OF OPPORTUNITIES, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. GENERAL PROVISIONS
7.1. Notice. All notices, consents and other communications under or regarding this Agreement shall be in writing and shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail) or twelve (12) hours after sending (if sent by email). Licensor may give notice to You by means of (i) a general notice on Licensor’s website, (ii) by email to Your email address on record with Licensor, or (iii) by written communication sent by first class mail to Your address on record with Licensor. You may give notice to Licensor by (i) email to Licensor at email@example.com or (ii) by mail to Licensor at P.O. Box 222784, Chantilly, VA 20153-2784. In the case of (i) any notice by Licensor alleging a breach of this Agreement by Licensor or (ii) a termination of this Agreement, You shall also send a copy to Thomas J. Doyle, Felhaber, Larson, Fenlon & Vogt, P.A., 444 Cedar Street, Suite 2100, St. Paul, MN 55101-2136. Either party may change its address for notices by giving written notice of the new address to the other party in accordance with this Section 7.1.
7.2. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
7.3. Governing Law; Consent to Jurisdiction. This Agreement will be governed by and construed in accordance with the domestic laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule. Any action of any kind by any party against another party arising as a result of this Agreement may only be brought in the state and federal courts of competent jurisdiction of Ramsey County, State of Minnesota, and the parties hereby submit to the exclusive jurisdiction and venue of such courts for such purposes.
7.4. Relationship of Parties. Licensor and You are independent parties to this Agreement and nothing in this Agreement or otherwise will result in the parties being deemed to be part of a joint venture, partners, employees, employers, or agents and principals.
7.5. Governing Law. This Agreement shall be interpreted and construed in accordance with the laws of the State of Minnesota, excluding its choice of law rules.
7.6. Modification of Agreement. Licensor reserves the right to modify this Agreement at any time by posting an amended Agreement that is accessible on Licensor’s home page. Your continued use of this site after notice of a modification indicates its acceptance of the amended Agreement. You should check this Agreement periodically for modifications. This Agreement may not be amended, modified, or assigned except as expressly provided herein or in writing by the parties and signed by authorized representatives of the parties.
7.7. Entire Agreement. This Agreement shall constitute the sole and entire agreement of the parties with respect to the subject matter hereof and supersede any prior oral or written promises or agreements. There are no promises, covenants or undertakings other than those expressly set forth in this Agreement.
7.8. Export Regulations. You shall not export, re-export, or transfer the Publications, except as authorized by Licensor and in accordance with the U.S. export control regulations and other applicable laws. You are advised that the Publications are subject to the U.S. Export Administration Regulations. You agree not to export, re-export, import, or transfer the System or the documentation contrary to U.S. or other applicable laws, whether directly or indirectly, or assist or facilitate others in doing any of the foregoing. You represent and warrant that (a) neither the United States Bureau of Export Administration nor any other federal agency has suspended, revoked, or denied its export privileges; (b) You are not a government end user; and (c) You are not located in, a resident of, or a citizen of, Cuba, Iran, Libya, North Korea, Sudan, Syria or any other country to which the United States has embargoed goods. You agree not to use or transfer the System for end use relating to any nuclear, chemical or biological weapons, or missile technology unless authorized by the U.S. Government by regulation or specific license.
Because SMACNA is a major stakeholder and contributor to the New Horizons Foundation (NHF), SMACNA members and chapters are provided gratis access to NHF copyrighted publications. To access the studies, please visit SMACNA’s dedicated NHF page here.