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Automation Trainer LLC Training Licensing Agreement

This License Agreement (“Agreement”) is between Automation Trainer, LLC (“AT”) and each person  evidences his or her assent to be bound by this Agreement either when either opening this document or breaking a seal of the course booklet,. Such person is referred to hereinafter as “Recipient” or “You”. The Agreement is immediately effective upon the giving of assent (“Effective Date”).

Recitals

This Agreement is based on the following facts and circumstances:

AT intends to provide technology training to You. During that training AT will provide relevant educational materials in tangible form (e.g., paper or digital storage) and/or via Internet (“Course Materials”). All Course Materials which referred to going forward as Course Materials constitutes inclusion of calibration kit product materials are the sole intellectual property of AT and are copyrighted.
AT desires to license the possession and use of the Course Materials to You for the sole purpose of participating in AT’s training and thereafter for reference purposes in Your customary occupation. You agree to accept and retain the Course Materials solely for those purposes.

Terms And Conditions

1. License
AT grants You a revocable, non-exclusive, non-transferable, royalty-free license to use Course Materials during participation in technology training to be conducted by AT and thereafter for reference purposes in the course and scope of your customary employment and for no other purpose or purposes (“License Scope”). You agree to accept, maintain and use the Course Materials solely within the License Scope and for no other or additional purpose. The Course Materials shall not be used for any purpose outside the License Scope. Prohibited use shall include, but not be limited to, use of the Course Materials in the development, marketing, sale, or presentation of any technology training in any form, whether in-person, via the Internet, or by distribution of training materials. You agree that AT retains all right, title and interest in the Course Materials and that Your only interest in the Course Materials is the limited license described in this Agreement.

2. Copyright
You acknowledge and agree that the Course Materials are the sole intellectual property of AT and that AT holds valid copyrights in all Course Materials. You agree that You will never contest either the validity of AT’s claimed copyrights or that AT holds all copyrights in and to the Course Materials. You further agree that You will not take any action inconsistent with AT’s copyrights. You shall not make, hold, transmit or distribute any copy of the Course Materials, or any part thereof, in any form (whether tangible, digital or electronic) without the prior advance written consent of AT, which may be granted or withheld in AT’s sole and absolute discretion. You shall not remove any copyright notice from any Course Materials.

3. Duration Of License
This Agreement shall commence the Effective Date and shall continue for an indefinite period, but AT reserves the right to terminate this Agreement and the license at any time, in its sole and absolute discretion. Notice of termination of this Agreement and license may be given in any form, tangible, digital or electronic, reasonably calculated to reach You. With ten (10) days after receipt of the notice of termination, You shall deliver all Course Materials to AT at a location designated by AT,  either personally, by U.S. Mail or established overnight courier service (e.g., Federal Express, United Parcel Service, etc.) and are responsible for delivery costs. AT is not responsible for delivery costs.

4. No Warranty/Indemnity
Except for loss and damage which cannot be limited or excluded under limited law, AT disclaims, and shall not have any liability for,  alleged breach of all warranties or conditions of any kind whether express, implied or statutory, arising out of or relating to Your use of the Course Materials. This limitation includes, but is not limited to, non-infringement, merchantability, satisfactory quality and fitness for a particular purpose, accuracy, completeness, system integration, timeliness, or any implied warranty or conditions arising from course of dealing or usage of trade. You shall defend, indemnify and hold harmless AT from any third-party claims, including, without limitation, reasonable attorneys’ fees and litigation costs, arising from Your acts or omissions (including those of Your agents) arising out or relating to Your use or reliance on the Course Materials.

5. Remedies
You acknowledge that Your failure to carry out any obligation under this Agreement, or a breach by You of any provision herein, will constitute immediate and irreparable damage to AT, which cannot be fully and adequately compensated in money damages and which will warrant preliminary and other injunctive relief, an order for specific performance, and other equitable relief. You further agree that no bond or other security shall be required in obtaining such equitable relief and hereby consent to the issuance of such injunction and to the ordering of specific performance. You also understand that other action may be taken and remedies enforced against You.

6. Modification
No modification of this Agreement shall be valid unless made in writing and signed by both parties.

7. Binding Effect
This Agreement shall be binding upon You, Your heirs, executors, assigns and administrators and is for the benefit of AT and its successors and assigns.

8. Governing Law/Venue
This Agreement shall be construed in accordance with, and all actions arising under or in connection therewith shall be governed by, the internal laws of the State of  California (without reference to conflict of law principles). You agree that You are availing yourself of the benefit of the laws of the State of California and agree to submit to the jurisdiction of federal and state courts located in San Diego County California with respect to any dispute arising out of or relating to this Agreement.

9. Integration
This Agreement sets forth the parties’ mutual rights and obligations with respect to proprietary information, prohibited competition, and intellectual property. It is intended to be the final, complete, and exclusive statement of the terms of the parties’ agreements regarding these subjects. This Agreement supersedes all other prior and contemporaneous agreements and statements on these subjects, and it may not be contradicted by evidence of any prior or contemporaneous statements or agreements.

10. Construction
This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. By way of example and not limitation, this Agreement shall not be construed against the party responsible for any language in this Agreement. The headings of the paragraphs hereof are inserted for convenience only, and do not constitute part of and shall not be used to interpret this Agreement.

11. Attorneys’ Fees
Should either party resort to legal proceedings to enforce this Agreement, the prevailing party (as defined in California statutory law) in such legal proceeding shall be awarded, in addition to such other relief as may be granted, attorneys’ fees and costs incurred in connection with such proceeding.

12. Severability
If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.

13. Rights Cumulative
The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by a party (or by that party’s successor), whether pursuant hereto, to any other agreement, or to law, shall not preclude or waive that party’s right to exercise any or all other rights and remedies. This Agreement will inure to the benefit of AT and its successors and assigns.

14. Nonwaiver
The failure of a party, whether purposeful or otherwise, to exercise in any instance any right, power or privilege under this Agreement or under law shall not constitute a waiver of any other right, power or privilege, nor of the same right, power or privilege in any other instance. Any waiver by either party must be in writing and signed by the party to be charged with the waiver.

15. Agreement To Perform Necessary Acts
Recipient Agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.