End User License Agreement for Keyboard Courseware Software
Last updated: September 17, 2021
This end user license agreement (“EULA”) is entered into between Job Accommodations, Inc., an Indiana corporation, with an address at 9071 Cornucopia Dr., Indianapolis, Indiana 46268, U.S.A. (referred to as “JAI”) and you (referred to as “You”) and shall be effective as of the date You accept the terms of this EULA by any of the means noted below (“Effective Date”). Capitalized terms in this document are defined within and in Section 8 below.
Be sure to carefully read and understand all of the rights, obligations and restrictions set forth in this EULA. BY AGREEING TO THE TERMS OF THIS EULA, the effective date is set by INSTALLING OR DOWNLOADING THE PROGRAM, and YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS EULA, THEN DO NOT INSTALL OR DOWNLOAD THE PROGRAM.
- Your License
JAI provides You with the Program that You have downloaded, received in a package with this EULA, or received by other authorized means, for your use in accordance with the terms and conditions of this EULA.
Subject to the terms and conditions in this EULA, JAI grants to You a limited, nonexclusive, nontransferable, non-sublicensable license to use the Program for the applicable Term.
use of the Program is limited to only one Computer at a time and not concurrently on more than one Computer or by more than one End User at a time. The Term of the License is perpetual. You will receive all Updates that JAI makes generally commercially available during the Term of your License, however, unless You purchase a separate software maintenance agreement for the Program from JAI as provided in Section 1.1, You will not receive any Upgrades.
JAI may from time to time and for a fee offer You the option to receive an Upgrade. The Upgrade options may be varied by JAI from-time-to-time. If and when You accept any Upgrade, the Upgrade will be considered part of the Software and your use of the Upgrade will be subject to this EULA and any other agreement governing use of such Upgrade. If you do not agree to be bound by such superseding agreement, you may not use the Upgrade, and in the event that You are then currently using or have used any Upgrade without agreeing to any superseding agreement, you must cease such use and remove the Upgrade from your Computer and all Licenses to the Upgrade will be considered terminated. JAI reserves the right to discontinue support for all versions of the Software other than the then-current released version or updated Software. To be eligible to use any Software identified as an Upgrade, you must be first licensed and current in your License for the Software eligible for the Upgrade.
1.2 Choosing not to accept this License.
If You choose to not accept the terms of this EULA, then (I) if You received a packaged copy of the Program, you must promptly return the Program, or (ii) if You received a copy of the Program as an electronic download, you must promptly remove the Program from your Computer, network or other device on which the Program is saved, stored or copied. For copies of the Program obtained in a physical package, if You do not accept the Program, the following items must be returned to JAI: the Software, all Documentation that may have been included with the Software, and the receipt You received when You purchased the Program.
- THE PROGRAM
2.1 Use of the Program.
You assume sole responsibility for determining the appropriateness of the Program for achieving your intended results. You further assume sole responsibility and all risk for the installation and use of the Program, and all data and results obtained from such installation and use of the Program. You assume complete responsibility for the selection, installation, use, and placement of hardware with which You use the Program. We do not warrant that the Program is suitable for your particular purpose or use. The original Program may be stored in the possession of another person, so long as the storage does not result in the Program being used in violation of these terms. Your use of the Program as an End User must be consistent with these installation and use requirements. You shall be responsible for any acts and omissions of your End Users in connection with your obligations under this EULA.
2.2 Restrictions on Use of the Program.
You may not use the Program for any purpose other than those expressly set forth in this EULA. You may not, in whole or part: alter, modify, decompile, disassemble, reverse engineer, rent, lease, loan or sublicense the Program; create derivative works from the Program; or, except as expressly permitted in this EULA, copy, reproduce, duplicate, transfer, distribute or provide others with the Program. You also may not allow the Program to be transmitted or communicated over a network except as specifically permitted in this EULA License. You may not operate or provide the Program as a service bureau. In the event You copy, transfer, decompile, disassemble, or reverse engineer the Program or create a derivative work for another person in any form, except as is specifically authorized, then your License to use the Program shall be automatically terminated. You may not circumvent any security measures in the Program.
2.3 Intellectual Property.
You acknowledge that as between You and JAI, JAI owns all right, title, and ownership of the copyrights, and other intellectual property rights in and to the Program. The Program is protected by U.S. and international copyright laws and treaties. Except as may be expressly stated herein, this EULA does not grant to You any rights to the Program or any rights to use the Documentation apart from the Software. Whenever the Program is reproduced, then the copyright notice must also be reproduced and displayed in its original or substantially original form. The Program is being provided by a non-exclusive license and not as a sale of the Program. By virtue of the License, you do not obtain or possess any ownership in the Program or any related copyright or other intellectual property rights in the Program. All trademarks included in the Program or used with the Program are the property of JAI. Any use of such marks shall inure to the benefit of JAI.
We work hard to ensure that the Program does not contain any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus”, “preventative routines,” “disabling code,” “cookie” or other computer software routines or programming devices designed to (i) permit unauthorized persons to access the Program, (ii) intentionally disable, modify, destroy or damage the Program, and/or (iii) make the Program inaccessible or delayed.
- TERM AND TERMINATION
3.1 Term and Renewal
This EULA shall be effective from the Effective Date and shall extend perpetually, or until otherwise terminated, and this EULA shall immediately terminate concurrently with the termination of the License.
3.2 Termination by You
You may terminate the License at any time by removing or destroying all copies of the Program, regardless of the form from your computer, or otherwise in your possession or control.
3.3 Termination by Us
Except as otherwise provided in an applicable License, your License to the Program and this EULA will automatically terminate under any of the following: (i) if You breach or fail to comply with any of the terms of this EULA; (ii) if You remove from your computer(s) and destroy all copies of the Program in your possession or under its control; or (iii) if you fail to pay any upgrade fee or pay any other applicable fee to extend or otherwise continue the Term of the License.
For clarification under (i) above, this License is immediately terminated in the event that You fail to comply with any term or condition of this EULA, whether or not we have knowledge of the failure to comply. We may also terminate this EULA upon reasonable notice to You and refund of any prepaid fees.
3.4 Requirements upon Termination.
Upon termination or expiration of this EULA, you are required to immediately cease use of the Program and destroy, delete or remove all copies of the Program from your Computer(s). Notwithstanding any termination or expiration, the following sections shall survive 2.2, 4.2, 4.3, 5, 6, 7 and 8.
- LIMITED WARRANTY
4.1 LIMITED WARRANTY.
JAI WARRANTS THAT WHEN DELIVERED TO YOU AND FOR NINETY (90) DAYS THEREAFTER, THE SOFTWARE (EXCLUDING UPDATES FOR PURPOSES OF THIS SECTION 4.1) WILL CONFORM IN ALL MATERIAL RESPECTS TO JAI’S THEN-CURRENT DOCUMENTATION FOR THE SOFTWARE. IN THE EVENT OF ANY CLAIM BY YOU UNDER THIS LIMITED WARRANTY, YOU MUST NOTIFY JAI IN WRITING DESCRIBING IN REASONABLE DETAIL THE NATURE OF THE NONCONFORMITY, AND PROVIDE TO JAI SUFFICIENT DETAIL TO ALLOW JAI TO REPRODUCE THE PROBLEM. THE LIMITED WARRANTY CONTAINED IN THIS SECTION 4.1 WILL NOT APPLY IF, AND TO THE EXTENT THAT: (A) THE SOFTWARE IS NOT USED IN ACCORDANCE WITH THIS EULA OR THE DOCUMENTATION; (B) THE SOFTWARE OR ANY PART THEREOF HAS BEEN CUSTOMIZED, MODIFIED, ALTERED OR CHANGED BY ANYONE OTHER THAN JAI; OR (C) A MALFUNCTION IN THE SOFTWARE HAS BEEN CAUSED BY ANY OF YOUR EQUIPMENT OR ANY THIRD-PARTY SOFTWARE.
4.2 AS-IS AND DISCLAIMER OF WARRANTIES.
EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 4.1 AND TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, JAI PROVIDES THE PROGRAM TO YOU “AS IS” AND WITH ALL FAULTS, MAKES NO OTHER WARRANTIES RELATED TO THE PROGRAM OR THE RESULTS TO BE OBTAINED FROM USE OF THE PROGRAM, AND PROVIDES THE PROGRAM WITHOUT ANY OTHER WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. JAI DOES NOT WARRANT, AND YOU HEREBY WAIVE ANY WARRANTY, THAT USE OF OR ACCESS TO THE PROGRAM BY YOU WILL BE ERROR FREE. JAI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS.
JAI MAKES NO REPRESENTATIONS OR WARRANTIES (AND EXPRESSLY DISCLAIMS ALL WARRANTIES) WITH RESPECT TO ANY HARDWARE, SOFTWARE, DATA OR INFORMATION NOT SUPPLIED BY JAI, ANY INFORMATION, DATA, FORMULAS OR ALGORITHMS USED, ACCESSED BY OR INCORPORATED INTO THE PROGRAM, OR ABOUT ANY DEFECTS RELATED TO DOWNLOAD OR INTERNET CONNECTIVITY PROBLEMS DURING DOWNLOAD OF THE PROGRAM.
You hereby acknowledge and agree that use of the Program shall be at your sole and exclusive risk and subject to all applicable rules, regulations and applicable laws. You hereby acknowledge that the Program may contain errors, inaccuracies and omissions. You assume any and all risks as to the results and performance of the Program, including any risk, damage, loss or harm from your use or downloading the Program.
4.3 Inapplicability of Exclusions.
As the exclusion of implied warranties is not permitted by some states or jurisdictions, the above exclusions may not apply to You. In that case, any implied warranties are limited in duration to ninety (90) days from the earlier date of download or installation of the Program or activation of the License.
- LIMITATION OF REMEDIES
5.1 EXCLUSIVE REMEDY.
EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.2 OF THIS EULA, JAI’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THE LIMITED WARRANTY DURING THE WARRANTY PERIOD SHALL BE THAT JAI, AT ITS SOLE OPTION, WILL EITHER REPAIR OR REPLACE THE PROGRAM NOT MEETING JAI’S LIMITED WARRANTY, OR ALLOW FOR FURTHER DOWNLOAD OR UPGRADE OF THE PROGRAM.
5.2 LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS IN ITS ESSENTIAL PURPOSE, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS OR INFORMATION, BUSINESS INTERRUPTION, OR ANY OTHER PECUNIARY LOSS), ARISING OUT OF OR IN ANY WAY RELATED TO THEIR RESPECTIVE OBLIGATIONS UNDER THIS EULA AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ENTIRE LIABILITY OF JAI FOR ANY DAMAGES UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE ACTUAL FEES PAID TO JAI BY OR ON BEHALF OF YOU FOR THE SINGLE LICENSE EXPRESSLY COVERED BY THIS EULA PROVIDED THAT, JAI’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.2 OF THIS EULA SHALL BE CAPPED AT $1,000.
As the exclusive remedy and limitation of damages may not be permitted by some states or jurisdictions, the provisions of Sections 5.1 and 5.2 may not apply to You.
To the maximum extent permitted under applicable law, You agree to indemnify and hold JAI and its affiliates and subsidiaries, and their respective officers, directors, employees, agents, representatives, successors, assigns, service providers and suppliers harmless from any and all claims, losses, demands, fines, penalties, costs, and expenses, including reasonable attorney fees and court costs, made by any third party in connection with or arising out of: (a) any bodily injury (including death) or damage to real property or tangible personal property caused by You; (b) your breach or violation of any provision of this EULA or any applicable License; and (c) your violation of applicable laws or any rights of another person or entity.
JAI will indemnify, defend and hold You harmless, notwithstanding any limit of liability, based on or arising out of any claim or threatened claim that the Program or any part or use thereof infringes or violates any U.S. patent, copyright, trademark, or trade secret of any third party; provided that (a) You notify JAI in writing within thirty (30) days of the claim, (b) JAI has sole control over the defense and all negotiations for a settlement or compromise, and (c) JAI receives reasonable assistance from You necessary to perform JAI’s obligations hereunder. The foregoing indemnity shall not apply with respect to the Program, or portions or components thereof: (i) not provided by JAI; (ii) used in a manner not expressly authorized by this EULA; (iii) if the alleged infringement or misappropriation results from any customizations, modifications, alterations or changes to the Program not developed or provided by JAI; or (iv) combined with other products or services not provided by JAI where the alleged infringement would not exist but for such combination. In the event that the Program is held by a court of competent jurisdiction to constitute an infringement or the use of the Program is enjoined (or JAI reasonably believes that any of the foregoing are reasonably likely to occur), JAI may, at its option: (x) procure for You the right to continue to use the Program; (y) provide an Upgrade so that use of the Program becomes non-infringing; or (z) replace the Program with software that is substantially similar in functionality and performance. The remedies set forth in this Section 6.2 are your and any End User’s sole remedies, and JAI’s sole liability and obligation with respect to any actual, threatened, or alleged claims that the Program or any portion thereof infringes, misappropriates, or otherwise violates any intellectual property rights of any third party.
- OTHER PROVISIONS
7.1 Restrictions on Assignment and Transfer.
Except as permitted herein, you may not sublicense, assign, or transfer this License or EULA to another party, and any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this EULA shall be null and void and without any legal effect.
7.2 Governing Law, Jurisdiction and Venue.
This EULA shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Indiana, U.S.A. The parties agree that the sole and exclusive venue and jurisdiction for filing and maintaining any lawsuit or other action or proceeding related to this EULA shall be in the state or federal courts sitting in Marion County, Indiana, U.S.A. Each party, by entering into this EULA, consents and submits itself to the personal jurisdiction of such court. The parties agree that no Uniform Computer Information Transactions Act or similar provision from any state or other jurisdiction shall apply to this EULA.
7.3 Export Restrictions.
You may not export, ship, transmit or re-export the Program in violation of any applicable law or regulation, including but not limited to, Export Administration Regulations issued by the U.S. Department of Commerce. Unless in compliance with applicable law and specifically authorized in writing by JAI, you shall not export the Program under any circumstances whatsoever. In any case, you will indemnify and hold JAI harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorney’s fees) arising from, or relating to, any breach by You of your obligations under this section.
7.4 Amendment; Waiver.
JAI may amend or modify this EULA at any time by posting a revised version on https://www.KeyboardCourseware.com/eula/ or by otherwise notifying You through your account or other contact information that You provided; provided, however, that JAI will provide at least 30 days’ advance notice for any adverse changes. The most recent update to this EULA is set forth at the bottom of this EULA. Subject to the 30-day advance notice requirement with respect to adverse changes, the modified terms will become effective upon posting or, if JAI notifies You by email, message, or other written notice, as stated in the written notice. By continuing to use the Program after the effective date of any modifications to this EULA, you agree to be bound by the modified terms. It is your responsibility to check https://www.KeyboardCourseware.com/eula/ regularly for modifications to this EULA. Notwithstanding anything to the contrary herein, if You and JAI signed an offline amendment or supplement to this EULA (e.g., purchase order, invoice, or web-based document) in connection with use of the Program, the terms in this EULA are amended or supplemented by such offline amendment or supplement, as applicable, with any clear conflict between the terms in this EULA and the offline amendment or supplement being resolved in favor of the terms of the offline amendment or supplement.
In the event that any one or more of the provisions of this EULA are held to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired and enforced to the full extent permitted by law.
7.6 Injunctive Relief.
To the extent permitted under applicable law, the parties agree that in the event of a breach by either party of any provision of this EULA, the non-breaching party shall be entitled to seek and obtain injunctive or other equitable relief, or both, in each case without the requirement to post any bond or other form of security, and without such act constituting an election of remedies or disentitling the non-breaching party to each and every remedy available at law or in equity for a breach of this EULA by the other party.
7.7 Entire Agreement.
Except to the extent governed by an applicable License and amended in writing by the parties, this EULA constitutes the entire agreement between You and JAI related to the Program and supersedes all prior or contemporaneous agreements, proposals, negotiations, representations and communications between You and JAI related to the Program. You acknowledge that You have not been induced to enter into this EULA by any representations or promises not specifically stated herein.
7.8 Statutory Exceptions for Public Institutions.
If You are a government or public agency, instrumentality or institution, including without limitation a public educational, research or medical institution or body, and any terms in this EULA are invalid or unenforceable against You because of applicable law, then those terms will be deemed excluded and unenforceable (as the case may be), and instead construed in a manner most consistent with applicable governing law. In addition, if the applicable governing law for this EULA set forth in Section 7.2 is precluded for You under applicable law, then this EULA will be governed and construed under the laws of the country, state, province or other jurisdiction in which your primary office is located. If You have questions concerning this EULA, please contact JAI for clarification at 9071 Cornucopia Dr., Indianapolis, Indiana 46268, or phone (314) 966-6500.
8.1 “Activated” means that an appropriate License key has been entered allowing the Program to fully operate.
8.2 “Documentation” means the user guide, help information, content and/or other documentation and materials accompanying and associated with the Software, including associated media, printed materials and any online or electronic documentation provided by JAI for use with the Software.
8.3 “End User” means You or any person You permit to access the Program in accordance with this EULA.
8.4 “License” means the license to use the Program as set forth in this EULA, as may be supplemented in any document or confirmation issued, agreed or otherwise confirmed by JAI to use the Program.
8.5 “Program” means, collectively, the Software, Updates, all related Documentation, and any Upgrades provided under this EULA.
8.6 “Software” means any computer program (in object code) of JAI provided to and downloaded, installed or accessed by an End User pursuant to this EULA.
8.7 “Upgrade” means any new version of the Software delivered to You pursuant to this EULA.
8.8 “Update” means any patch, bug fix or any other update of the Software delivered to You pursuant to this EULA.