E-Training for Fair Isaac Product
On Line Access License Agreement
This On Line Access License Agreement (“Agreement”) is a legal agreement between you (either individually or a single entity) (“Client“) and Fair Isaac Corporation or any of its affiliates, including but not limited to any company that controls, is controlled by, or is under common control with Fair Isaac Corporation, or any successor company, (“Fair Isaac”), for on line access to Fair Isaac product training and included materials (collectively, the “E-training“).
This Agreement is effective upon the date of a purchase order for the online access to E-Training submitted by Client and accepted by Fair Isaac (“Purchase Order”), or accessing the on line e-learning training course, whichever date is earliest (“Effective Date”). Please Read The Terms Of This Agreement Carefully Before You access The E-Training.
BY SUBMITTING A PURCHASE ORDER OR ACCESSING THE E-TRAINING AND CLICKING ON THE “ACCEPT” BUTTON THAT PRESENTS UPON ACCESS OF THIS E-TRAINING, YOU (both personally and, if Client is an entity, as an authorized representative of Client) SIGNIFY YOUR ACCEPTANCE OF EACH AND EVERY TERM CONTAINED IN THIS AGREEMENT and you acknowledge that you have been presented with this Agreement in a written form accompanying upon the initial access to the E-Training and/or electronically upon initialization of the E-Training and have had the reasonable opportunity to reject these terms and conditions.
Upon submission of a Purchase Order or accessing the E-Training you (and Client, if applicable) will be bound by all of the terms, conditions, and restrictions contained in this Agreement and will not be entitled to a refund of any fees paid.
Fair Isaac, Client, and any user of the E-Training agree as follows:
1. DEFINITIONS. In this Agreement:
“Confidential Information” means financial and/or business information of the Discloser, regardless of the form or manner in which the information is disclosed or learned, including, but not limited to, marketing and product plans, ideas, concepts, business plans, financial condition, employees and employee information, inventions, algorithms, decision technology and/or models, processes, designs, specifications, drawings, samples, improvements, developments, applications, engineering, manufacturing and marketing data and plans, software code (object and source), documentation, and functionality, security procedures and approaches, know-how, customer names and information, experimental work, distribution arrangements and trade secrets, and/or ideas.
“Discloser” means a party that discloses or provides Confidential Information pursuant to this Agreement.
“Documentation” means the E-Training standard user documentation that is provided with the E-Training.
“E-training” means the online access to the current generally available version of training for Fair Isaac Product
“Intellectual Property” means all or any of the following in any country worldwide, whether or not filed or registered: (i) patents, (ii) copyrights (including moral rights); (iii) database rights; (iv) know-how or trade secrets, whether or not developed or reduced to practice; (v) industrial designs (including utility models); (vi) trademarks, service marks, logos, Internet addresses (URLs), and the goodwill associated therewith; (vi) semi-conductor topography rights; and (vii) any other proprietary rights relating to intangible property anywhere in the world.
“Permitted User” shall mean each identified individual (not concurrent) user that has enrolled in the E-training and that Fair Isaac has provided a license voucher to access the E-training.
“Purchasing Documentation” means any and all documentation (other than Documentation), including but not limited to Purchase Orders that describes the number of licenses purchased and identify the Permitted User.
“Recipient” means a party that receives Confidential Information of Discloser pursuant to this Agreement.
2. RIGHTS AND RESTRICTIONS.
2.1 Grant of Right to Use. Subject to the terms and conditions of this Agreement, Fair Isaac hereby grants Client, and Client hereby accepts, a non-exclusive, non-transferable, license and limited right to access the E-Training, and Documentation on line solely by the Permitted User and subject to the limitations set forth below and/or listed in the Purchasing Documentation. For the avoidance of doubt all training materials are Fair Isaac intellectual property.
2.2 Restrictions. Client and, if Client is an entity, its employees, shall not: (i) copy any training material or access the E-Training other than by/for the Permitted User (ii) modify, adapt, translate or make derivative works from any E-Training; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to reduce the object code of the E-Training to human perceivable form or permit others to do so; (iv) disclose the E-Training to, or permit the use or access of the E-Training by any third party or by any individuals other than Permitted User or, if Client is an entity, the Permitted User of Client; (v) assign, lease, transfer or distribute the E-Training, or operate the E-Training for timesharing, rental, outsourcing, or service bureau operations (or otherwise for the benefit of any party other than Client), (vi) disclose or publish performance benchmark results for E-Training without Fair Isaac’s prior written consent. FOR THE AVOIDANCE OF DOUBT, ONLY THE PERMITTED USER MAY ACCESS THE E-TRAINING AND USE ANY OF THE ASSOCIATED MATERIALS RELATED TO THE E-TRAINING
2.3 Reservation of Rights Not Granted. Fair Isaac reserves all rights not expressly granted to Client under this Agreement.
3. CONFIDENTIAL INFORMATION.
3.1 PLEASE BE ADVISED the Permitted User may be engaged in activities in an online, shared learning environment where information may be seen by others. The Permitted User is solely responsible for ensuring the protection and security of their own or Client’s IP, confidential or proprietary content. FICO is not liable for content the Permitted User may intentionally or inadvertently upload into the shared learning environment.
3.2 Purpose for Disclosure. Recipient may use Confidential Information of the Discloser only for the purposes of exercising Recipient’s rights and fulfilling Recipient’s obligations under this Agreement.
3.3 Exceptions. Recipient’s obligation under this Agreement to treat information as Confidential Information does not apply to information that: (i) is already known to Recipient at the time of disclosure and was not obtained, directly or indirectly, from Discloser; (ii) is independently developed by Recipient without reference to or use of the Discloser’s Confidential Information; (iii) is obtained by Recipient from another source without a breach of any obligation of confidentiality owed by that source to Discloser; or (iv) is or becomes part of the public domain through no wrongful act of Recipient or any party that obtained the information from Recipient. If Recipient is served with a subpoena or other legal process, court, or governmental request or order requiring disclosure, or is otherwise required by law or securities exchange requirement to disclose, any of Discloser’s Confidential Information, Recipient shall, unless prohibited by law, promptly notify Discloser of that fact and cooperate fully (at Discloser’s expense) with Discloser and its legal counsel in opposing, seeking a protective order, seeking to limit, or appealing the subpoena, legal process, request, order, or requirement to the extent deemed appropriate by Discloser. Recipient may comply with the subpoena or other legal process or requirement after complying with the foregoing sentence, but only to the extent necessary for compliance. A non-public disclosure made pursuant to the foregoing sentence will not, by itself, remove any Confidential Information from the protections of this Agreement.
3.4 Limitations on Disclosure and Use. Recipient shall use the same degree of care, but no less than a reasonable degree of care, to protect against the unauthorized disclosure or use of Discloser’s Confidential Information as it uses to protect its own confidential information of a similar type. Recipient shall disclose Confidential Information of Discloser only to its employees or independent contractors who have a need to know for the above stated purpose, and who are bound by obligations of confidentiality no less restrictive than the terms of this Agreement. Recipient shall not remove any confidentiality or proprietary notices from Discloser’s Confidential Information. If Recipient provides Discloser with comments, suggestions or other input regarding Discloser’s Confidential Information or Intellectual Property, Discloser will have an unrestricted, worldwide, royalty-free right to use those comments, suggestions, or other input for any purpose and in any manner, and to authorize others to do so.
3.5 Injunctive Relief. Notwithstanding anything to the contrary provided in Section 9.4 (Resolution of Disputes), the parties acknowledge that the remedies at law available for the protection of Confidential Information or Intellectual Property may be inadequate, and, without limiting any rights available at law, each party is entitled to seek injunctive relief for any breach of this Agreement relating to the protection of its Confidential Information or Intellectual Property rights.
4. WARRANTIES DISCLAIMER AND LIMITAITON OF LIABILITY.
4.2 WARRANTY DISCLAIMER. Fair Isaac does not warrant that the E-Training or the system which Client’s accesses the E-Training will (i) meet Client’s requirements, operate uninterrupted, free of errors, or without delay. FAIR ISAAC MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, UNDER THIS AGREEMENT AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES REGARDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
5. LIMITATION OF LIABILITY. IN NO EVENT WILL FAIR ISAAC BE LIABLE UNDER ANY THEORY OF RECOVERY (INCLUDING BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, TORT AND STRICT LIABILITY) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, INCOME, PROFIT OR SAVINGS) OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY E-TRAINING, EVEN IF FAIR ISAAC HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE. WITHOUT LIMITING THE FOREGOING, FAIR ISAAC’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT UNDER ANY AND ALL THEORIES OF RECOVERY (INCLUDING BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, TORT AND STRICT LIABILITY) WILL BE LIMITED TO THE AMOUNT PAID BY CLIENT FOR THE APPLICABLE E-TRAINING.
6. FEES AND PAYMENTS.
6.1 Invoices and Payments. Upon payment of the E-training, Fair Isaac will provide Client with an “Access Code” to access the system and the applicable training class. If Client’ orders the E-training on line, Client may pay the E-training fees via credit card, otherwise, Fair Isaac will invoice Client upon execution of a training agreement. Except as otherwise provided, all fees, charges, and expenses must be paid within 30 days of the date of the invoice. All amounts are payable in United State Dollars in accordance with the instructions provided in the invoice or other instructions provided by Fair Isaac. Without prejudice to its other rights and remedies, if Fair Isaac does not receive any payment within 30 days from the date it is due, Fair Isaac may assess a late payment charge on the unpaid amount at the rate of 1.5% per month or the highest rate allowed under applicable law, whichever is less. In addition, Fair Isaac may terminate this Agreement, including any system access granted to Client in this Agreement, but not until Fair Isaac has given Client written notice, and the amount remains unpaid 30 days after Fair Isaac gives the notice. Client shall reimburse Fair Isaac for all costs related to any proceedings to collect any past-due amounts, including without limitation all attorneys’ fees and expenses. Except as otherwise expressly provided in this Agreement, no refunds are available.
6.3 Taxes. Client is solely responsible for, and shall pay or reimburse Fair Isaac for, all Taxes. “Taxes” related to the E-training
7. TERM AND TERMINATION.
7.1 Term. Unless earlier terminated, the access to the E-training granted hereunder shall commence on the earlier of the Effective Date of a Purchase Order or purchase of said E-training via credit card, and shall continue for a period of six (6) months from such date. If you have not used or completed the E-training by end of such six (6) month period, the access to the E-training shall expire.
7.2 Survival. Rights to payment and the following rights and obligations under this Agreement will survive any termination or expiration of this Agreement: Article 1 (Definitions), Section 2.3 (Restrictions), Section 2.4 (Reservation of Rights not Granted), Article 3 (Confidential Information), Section 4.2 (Warranty Disclaimer), Article 5 (Limitation of Liability), Section 7.3 (Taxes), Section 7.5 (Section 8.4 (Survival), and Article 9 (Miscellaneous).
8.1 Responsibilities. Client is solely responsible for (i) providing company domain names for Permitted User email addresses (personal email domains are not permitted (e.g., @yahoo.com, @gmail.com)) and other information required to enable Permitted Users to access the Hosted Service (including each Permitted User’s first name, last name, company, email address, username, title, department, and time zone), (restricting access to the FICO Learning Portal (e.g., ensuring appropriate firewalls), (vii) reporting to Fair Isaac any problems with E-learning. Client hereby grants to Fair Isaac a royalty free license to use the information described above in connection with the Services contemplated hereunder. Client represents and warrants to Fair Isaac that it (a) has sufficient rights in the required information and (b) has obtained from all consents and authorizations with respect to the use of such information as contemplated hereunder.
8.2 U.S. Government Users. The E-training was developed entirely at private expense and is commercial computer software provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government or a U.S. Government contractor or subcontractor is subject to the restrictions set forth in this Software License Agreement and as provided in FAR 12.211 and 12.212 (48 CFR Â§12.211 and 12.212) or DFARS 227.7202 (48 CFR Â§227.7202-1) as applicable. Consistent with the above Commercial Computer Software and Commercial Computer Documentation are licensed to U.S. Government end users only as commercial items and only with those rights as are granted to all other end users under the terms and conditions set forth in this Software License Agreement.
8.3 Governing Law. Subject to Section 11.4 (in the event Client is not a resident of the United States or a legal entity organized under U.S. law), this Agreement is to be governed by and construed in accordance with the laws of the State of New York, USA, without regard to principles of conflicts of law or international law, including without limitation the 1980 United Nations Convention on Contracts for the International Sale of Goods, as revised, which the parties expressly agree does not apply to this Agreement.
8.4 Compliance with Laws. Client is solely responsible for compliance with all laws relating to Client’s use of the E-Training.
8.5 Relationship of the Parties. The relationship between the parties is that of independent contractors. This Agreement is not to be construed as creating any partnership, joint venture, agency, or any other form of legal association that would impose liability upon one party for the act or failure to act of the other party. No employee of a party will be deemed to be an employee of the other party by virtue of this Agreement.
8.6 Entire Agreement; Construction; Amendment. This Agreement represents the complete agreement of the parties and supersedes all prior or contemporaneous agreements, proposals, understandings, representations, conditions, and communications (oral or written), as well as the terms of all existing or future purchase orders and acknowledgments. Any other terms, conditions, supplements, modifications, or amendments to this Agreement will not be binding upon either party unless expressly set forth in a writing signed by authorized representatives of Client and Fair Isaac. Notwithstanding the foregoing, if the parties have entered into a Signed License Agreement, the terms of the Signed License Agreement will prevail over the terms of this Agreement.