Conover makes available websites including: “Conover Online”, “Conover Resources for Life Skills”, and “Conover Resources for Soft Skills”, and other digital assets and services through the Internet (“Services”). Access to these websites requires prior purchase and end user registration. Conover grants a non-exclusive and non-delegable license to access and use these Services to each administrator, faculty member, student, and home user properly enrolled and registered.
You acknowledge and agree that these services contain information, text, photos, videos, graphics, music, documents and other digital assets called (“Materials”). The Materials are protected by copyrights, trademarks, any other agreements between You and Conover. All right, title, and interest in the Materials and Intellectual Property Rights belong solely to Conover. By accessing the Services, you acquire no ownership right to the Materials.
All Materials contained in the Services are under ownership, copyright, or license granted exclusively to Conover. All videos, images, and print content are protected by applicable copyright law and international treaty. Any proprietary information embedded in hard copies or reports is also covered by these terms.
Grant of License
Conover grants a non-exclusive, non-transferable right to access and use the Services and Materials as permitted herein.
Access and Use
It is strictly forbidden to electronically copy or store any video, text, image, or other Materials within our Services. No Materials can be reproduced for use by paid or unpaid subscribers. Unauthorized reproduction or distribution or use of these Materials may result in civil and/or criminal penalties and liability. You may not sell, rent, lease, or sublease the Services without prior written consent of Conover. You cannot decompile, reverse assemble, or reverse engineer the website or its content.
Maintenance and Access
Conover will maintain the Website on our data center servers and will use commercially accepted efforts to make the Website available to you via the Internet 24 hours a day, 7 days a week (subject to routine maintenance and outages). All access rights will be via the worldwide web using a browser and Internet connection that is compliant with Conover’s system requirements. Any issues relating to the use of equipment or hardware by the user, is the responsibility of the user. The user is responsible for the safeguarding of log in information including user names and passwords.
Term and Termination
This Agreement is effective until terminated. You may terminate the Agreement at any time by stopping use of the Website and destroying any related physical documentation. Conover reserves its right to revoke the Agreement at any time, without notice, in the event that you breach any terms or conditions detailed herein. In such event, you agree to discontinue use of the Services and destroy all related physical documentation.
Amendment of License
Conover can, at any time, change any of the terms of this Agreement. Any changes will be effective upon posting. If you do not choose to accept the changes to the terms of this agreement, you may cancel this Agreement at any time by discontinuing use of the Website. Your continued use of the Website following any modifications or updates to the terms signifies your acceptance of the revised terms and conditions.
Conover shall, by its sole discretion, have the right to incorporate any suggestions, changes, product improvements or enhancements identified by you and/or your users. Any suggestions incorporated or used in connection with the Services by Conover will be royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual.
Government End Users
If the Website is being acquired by any unit or agency of the United States government, the following provisions apply: The government agrees that:
If the Website is supplied to the department of defense (DOD), the Website is classified as a commercial computer Website, and the government is acquiring only restricted rights in the Website and its documentation, as that term is defined in Clause 252.227—7013 (C)(1) of the DFARS and;
If the Website is supplied to any unit or agency of the United States government other than the DOD, the government’s rights in the Website and its documentation will be defined as in Clause 252.227—19 (C)(2) of the FAR or, in the case of NASA, Clause 18—52.227—86 (D) of the NASA Supplement to the FAR.
Representations and Warranties
Disclaimer Each party represents and warrants that this Agreement constitutes a valid and binding obligation and is enforceable against it in accordance with its terms. Conover DOES NOT WARRANT THE COMPLETENESS, ADEQUACY, ACCURACY, OR USEFULNESS OF THESE SERVICES, THE CONTENT OR ANY OTHER MATERIALS PROVIDED HEREUNDER. THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. CONOVER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CONOVER MAKES NO WARRANTY THAT (i) THE MATERIALS WILL MEET THE REQUIREMENTS OF THE CUSTOMER, (ii) THE MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MATERIALS WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE MATERIALS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY CONOVER, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES. To the extent that Conover may not as a matter of applicable law disclaim an implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.
Limit of Liability
In no event will Conover be liable to you for any damages, claim, loss, or other liability, including, but not limited to, general, indirect, special, exemplary, incidental, consequential, or punitive damages, lost profits, lost sales or business, expenditures, investments, or commitments in connection with any business, or loss of any goodwill, arising from the use of or inability to use the Services or data however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise), even if Conover was informed of, knew of, or should have known about the possibility of such damage. This limitation applies to all causes of action in the aggregate including, without limitation: breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose.
Jurisdiction and Disputes
This Agreement and Limited Warranty shall be governed by the laws of the State of Wisconsin, irrespective of any conflicts of law provisions. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Any judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrators will award to the prevailing party, if any, as determined by the arbitrators, all of its costs and fees, including attorney’s fees. The amount of any award or judgement against Conover shall be limited to the amount spent on Conover’s programs, plus reasonable fees.
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
This Agreement constitutes the entire agreement between the parties. This Agreement shall supersede and take precedence over all prior understandings and/or agreements. No amendment to or modification of this license will be binding unless in writing and signed by a duly authorized representative of and specifically referring to this Agreement.
If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.