ALTOVA ONLINE TRAINING TERMS AND CONDITIONS
1. Altova Online Training Services. These AOT Terms apply to the Altova Online Training or AOT Content offered by Altova GmbH, Rudolfsplatz, 13a/9, A-1010 Wien, Austria / EU. Altova Online Training is further described on the Altova Website located at https://www.altova.com/aot/online-training.html.Access to or use of Altova Online Training or Altova Content constitutes your agreement with these AOT Terns.
3. Ownership and Proprietary Rights; License. The AOT Content including, without limitation, its component guided instruction, tutorials, and quiz slides as well as all other documentation, materials, files and presentation slides (and their selection and arrangement) is the property of Altova GmbH or its licensors and is protected by copyright and other intellectual property laws and also may be protected by components that protect digital information. The AOT Content may be viewed, printed and displayed for your personal, informational, and non-commercial use only. Except as expressly provided for in the foregoing sentence, you may not modify, publish, transmit (including but not limited to, by way of e-mail, facsimile, or other electronic means), frame, sublicense, assign, display, participate in the transfer or sale of, rent, lease, loan, create derivative works based on, or in any other way exploit any of the AOT Content, including but not limited to sharing with others in the same organization without the express prior written consent of Altova or its licensor, which may be withheld for any reason. Any permitted copies of the AOT Content must retain the copyrighted notice and any other proprietary notices contained in such materials. You may not use any of the materials contained in the AOT Content in any manner that may give a false or misleading impression or statement as to Altova or any third party referenced in the AOT Content. You further acknowledge and agree that all copyrights, patents, trade secrets, concepts, techniques or other intellectual property rights associated with any ideas, concepts, creations, designs, engineering details, techniques, inventions, processes, works of authorship, course materials, documentation, and AOT Content developed, created, or used by Altova or its personnel in connection with Altova Online Training are and shall remain the sole and exclusive property of Altova and/or its Licensor and are proprietary information of those parties. Altova reserves all rights not expressly granted to you. Except as otherwise provided by law, you may not reverse engineer, disassemble, decompile, or translate the AOT Content, or otherwise attempt to derive the source code of any Altova or other software which may be related to the AOT Content. No right, title, or interest in or to any trademarks, service marks, or trade names of Altova or Altova’s licensors is granted hereunder and any use thereof will inure solely to the benefit of Altova and/or Altova’s licensors. Nothing herein shall be construed as conferring any license under Altova’s intellectual property rights, whether by estoppel, implication or otherwise. All software, including without limitation Altova software, required by you in connection with the use of the AOT Content is licensed pursuant to the terms and conditions set forth in the software license agreement accompanying such software and such terms and conditions are in addition to these AOT Terms.
4. Submissions, User Comments, Feedback. If you submit, post or otherwise send us any information, content or materials including, without limitation, comments, reviews, data, text, messages, files, images, photographs, videos, audiovisual works, postings, your and/or other persons' names, likenesses, voices, usernames, profiles, actions, appearances, performances and/or other biographical information or material, and any other materials, as well as links to any of the above (collectively, “Submissions”), Altova (and our licensees, distributors, agents, representatives and other authorized users) shall be entitled to unrestricted use of such Submissions for any purpose whatsoever, commercial or otherwise, without the requirement of any further permission from or payment to you or to any other person or entity, including without limitation for inclusion in any future product, with no compensation to you. No Submission shall be subject to any obligation of confidentiality on our part and Altova shall not be liable for any use or disclosure of any Submission. Without limiting the foregoing, you hereby grant Altova (and our licensees, distributors, agents, representatives and other authorized users), without the requirement of any permission from or payment to you or to any other person or entity, a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sub-licensable and transferable worldwide license to use, re-use, reproduce, transmit, print, publish, display, exhibit, distribute, re-distribute, copy, host, store, cache, archive, index, categorize, comment on, broadcast, stream, edit, alter, modify, adapt, translate, create derivative works based upon and publicly perform such Submissions, in whole or in part, in all media formats and channels now known or hereafter devised, for any and all purposes including, without limitation, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to you and with or without attribution (the "Submissions License"). You agree that any Submissions you make are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way. To the extent any "moral rights," "ancillary rights," or similar rights in or to the Submissions exist and are not exclusively owned by us, you agree not to enforce any such rights as to Altova or our licensees, distributors, agents, representatives and other authorized users, and you shall procure the same agreement not to enforce from any others who may possess such rights.
5. Limited Warranty; Disclaimer. ALTOVA EXPRESSLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES. ALTOVA IS PROVIDING THE ALTOVA ONLINE TRAINING AND AOT CONTENT ON AN “AS IS” OR AS AVAILABLE BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS WHATSOEVER, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND SPECIFICALLY DOES NOT PROVIDE WARRANTIES WITH RESPECT TO YOUR USE OF OR ACCESS TO THE AOT CONTENT. ALTOVA CANNOT AND DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION AVAILABLE THROUGH THE SERVICE, OR THE SITE ITSELF. ALTOVA ASSUMES NO RESPONSIBILITY FOR THE QUALITY, UTILITY, ACCURACY OR SECURITY OF THE ALTOVA ONLINE TRAINING, OR AOT CONTENT OR USEFULNESS OF THE SAME FOR ANY PURPOSE. ALTOVA DOES NOT GUARANTEE NETWORK SECURITY. ALTOVA ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR THE SECURITY OF YOUR ELECTRONIC ENVIRONMENT. THE OBLIGATIONS AND LIABILITIES OF ALTOVA AND ITS LICENSOR AS SET FORTH HEREIN ARE EXCLUSIVE AND EXPRESSLY IN LIEU OF ALL OTHER OBLIGATIONS, LIABILITIES AND REMEDIES, EXPRESS OR IMPLIED, INCLUDING ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY (COLLECTIVELY, “CLAIMS”) IN TORT, CONTRACT, STATUTE, OR OTHERWISE WHETHER OR NOT ARISING FROM NEGLIGENCE OF ALTOVA OR ITS AFFILIATES, ACTUAL OR IMPUTED. ALTOVA SHALL NOT BE LIABLE FOR ANY SERVICES OR PRODUCTS PROVIDED BY ANY THIRD PARTY VENDORS IDENTIFIED BY ALTOVA.
6. Indemnification. You agree to indemnify and hold Altova and its affiliates, officers, agents, consultants and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content you submit, post to, or transmit through the Altova Online Training Site, your use of the site, your connection to the site, your violation of the AOT Terms, or your violation of any rights of another person or entity.
7. Limitation of Liability. ALTOVA, OUR AFFILIATES, OR SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, OR IN CONNECTION WITH THE ACCESS OR USE OF THE ALTOVA ONLINE TRAINING SITE, AOT CONTENT OR ANY OTHER INFORMATION YOU OBTAIN FROM THE SITE OR THE INABILITY TO ACCESS OR USE THE SAME. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ALTOVA KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, ALTOVA AND OUR SUPPLIERS’ LIABILITY IN SUCH STATE OR JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. NEITHER ALTOVA NOR OUR AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR DISTRIBUTORS SHALL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY CAUSED IN WHOLE OR PART BY ITS NEGLIGENCE OR CONTINGENCIES BEYOND ITS CONTROL IN PROCURING, COMPILING, INTERPRETING, REPORTING OR DELIVERING THE SERVICE AND ANY NEWS AND INFORMATION THROUGH THE SITE. IN NO EVENT WILL WE AND OUR AFFILIATES, AGENTS, LICENSORS, SUPPLIERS AND DISTRIBUTORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH NEWS AND INFORMATION OR FOR ANY CONSEQUENTIAL, SPECIAL, OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Force Majeure; Excused Performance. Altova shall not be liable in any way for any delays in, or any failure of, services performed hereunder due to any wrongful or negligent act or omission of you or your employees and agents; and/or your failure to follow the AOT Terms. Neither party shall be liable or deemed in default for any delay in performance under this Services Agreement resulting directly or indirectly from acts of God, war, insurrection, national emergency, fires, storms, labor disputes, acts of vandals or hackers, acts of civil or military authority or any other cause beyond the reasonable control of such party.
9. Miscellaneous. These AOT Terms shall be governed in accordance with the laws of the Republic of Austria (excluding its conflict of laws principles and the U.N. Convention on Contracts for the International Sale of Goods) and you expressly agree that exclusive jurisdiction for any claim or dispute with Altova or relating in any way to the AOT Content or the AOT Terms resides in the Handelsgericht, Wien (Commercial Court, Vienna) and you further agree and expressly consent to the exercise of personal jurisdiction in the Handelsgericht Wien (Commercial Court, Vienna) in connection with any such dispute or claim. The AOT Terms will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded without regard to or application of choice of law rules or principles. These AOT Terms including any attachments hereto and made a part hereof, constitutes the entire agreement between Altova and you with respect hereto and supersedes any prior negotiations, understandings or agreements with respect to the specific subject matter hereof. No other terms and conditions shall be included or implied unless agreed in writing by an authorized representative of the parties. The rights of Altova and your obligations under the AOT Terms shall inure to the benefit of Altova’s assignees, licensors, and licensees. These AOT Terms are not assignable or transferable in whole or in part by you without the prior written consent of Altova, which consent shall not be unreasonably withheld. The provisions of these AOT Terms are severable and if any one or more of the provisions hereof are judicially determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions of these AOT Terms shall be binding. A waiver of any section of these AOT Terms does not constitute a waiver of the whole AOT Terms. Except as otherwise specifically provided, all notices given pursuant to these AOT Terms shall be in writing sent by certified or registered mail (return receipt requested), overnight express services or by facsimile. All such notices shall be directed to you or Altova at the address set forth herein unless either party notifies the other in writing of a new address.
Last Updated: 2011-03-23