License Agreement

IMPORTANT - READ THESE TERMS CAREFULLY BEFORE ACCEPTING THIS Lean SCM LICENSE AGREEMENT. BY ACCEPTING THIS Lean SCM LICENSE AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS LEAN SCM LICENSE AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LEAN SCM LICENSE AGREEMENT, PLEASE REFRAIN FROM USING THE LeanSCM ELEARNING SYSTEM.

By using the LeanSCM Services and the LeanSCM Web site, you signify your agreement to this license agreement.
If you do not agree to the terms, do not use the LeanSCM Services or the LeanSCM Web site.

This Lean SCM License Agreement (“Lean SCM Agreement”) is a legal agreement between you (“End User”) and Leading Edge Training Institute Ltd. (“Leading Edge”) for the right to access the LeanSCM eLearning System product (“eLearning System”) which includes any and all associated media and “online” or electronic documentation delivered to you via a Web site on the World Wide Web.

1.1 License. Subject to the terms and conditions of this Lean SCM Agreement, Leading Edge hereby grants to End User, and End User hereby accepts from Leading Edge, a nonexclusive, nontransferable and non-assignable license to use only the eLearning System associated with the log on identification (“User ID”) and password provided by Leading Edge, solely for End User's use and not for the benefit of any other person or entity.

2.1 Proper Use. End User shall insure that the (“User ID”) and/or passwords are not utilized by multiple individuals. Your User ID, password and company identifier are required for accessing and utilizing the eLearning System on the Leading Edge Site. To ensure your security, never reveal your User ID, password or company identifier to any third party.

3.1 End User Acknowledgement. End User acknowledges that the eLearning System, as well as all proprietary rights in and to the eLearning System, including, but not limited to, all copyright, patent and trade secret rights, are and shall remain the sole property of Leading Edge and/or its licensors. End User shall have only the limited use rights specifically granted by this Lean SCM Agreement. End User shall not use the eLearning System on a “service-bureau'' basis, or transfer or sublicense any part of the eLearning System. End User further acknowledges that Leading Edge has no obligation to modify the eLearning System in any manner for use by End User.

3.2 No Decompilation or Modification. End User shall not modify, disassemble, decompile, reverse engineer, recreate, generate, or create derivative works from the eLearning System or any portion thereof, or otherwise attempt to obtain the corresponding code.

3.3 Confidentiality. End User shall not disclose or make available, directly or indirectly, all or any portion of the eLearning System to any person. End User shall take reasonable measures to ensure that the eLearning System is maintained confidential.

4.1 Term. This Lean SCM Agreement shall become effective upon acceptance by End User. Access to the eLearning System at the Leading Edge Site by the End User shall be allowed until expiration, or until earlier terminated as provided herein.

4.2 Termination. Leading Edge, in its sole discretion, may terminate this Lean SCM Agreement and the license granted hereunder if the End User should fail to comply with any obligation set forth in this Lean SCM Agreement, the Leading Edge Site Terms and Conditions, or the Leading Edge Site Privacy Statement.

5.1 Limited Warranty. Leading Edge warrants that the Leading Edge Site will offer access to the eLearning System on a substantially full-time basis. Notwithstanding the foregoing, the parties expressly recognize that network servers and links, such as associated with the Internet, are susceptible to downtime. Leading Edge shall use commercially reasonable efforts to maintain a consistent link with the network upon which the Leading Edge Site is available. Errors caused by hardware malfunctions or failures are excluded.

5.2 Warranty Exclusions. Notwithstanding the limited warranty of Section 5.1, Leading Edge shall have no warranty obligations if (i) End User has used or is using the eLearning System in a manner not contemplated by this Lean SCM Agreement or (ii) End User or any third party has modified, or attempted to modify, the eLearning System.

5.3 NO OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED BY SECTION 5.1, THE ELEARNING SYSTEM IS LICENSED "AS IS" AND LEADING EDGE MAKES NO WARRANTY THAT THE ELEARNING SYSTEM SHALL OPERATE WITH ANY HARDWARE OR SOFTWARE, OR THAT THE ELEARNING SYSTEM SHALL SATISFY END USER'S OWN SPECIFIC REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEADING EDGE DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE LICENSED ELEARNING SYSTEM.

5.4 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEADING EDGE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR RESULTING FROM THE USE OR INABILITY TO USE THE ELEARNING SYSTEM EVEN IF LEADING EDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE ENTIRE LIABILITY OF LEADING EDGE UNDER ANY PROVISION OF THIS LEAN SCM AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE LICENSE FEE ACTUALLY PAID OR U.S.$10.00.

6.1 Governing Law. This Lean SCM Agreement shall be governed by and construed in accordance with the internal laws of the State of the Republic of Ireland without regard to its conflicts of law principles. Except as otherwise expressly provided by applicable state law regulation, the parties agree that any action brought by either party against the other shall be brought in the Republic of Ireland and the parties do hereby consent to the personal jurisdiction of the Republic of Ireland courts and waive all questions of personal jurisdiction or venue for the purpose of carrying out this provision.

6.2 Attorneys' Fees. In the event that legal action is brought to determine or enforce the rights of any party to this Lean SCM Agreement, the prevailing party shall be entitled to recover reasonable legal fees, costs, and expenses from the other party, including expert witness fees.

6.3 Merger Clause. This Lean SCM Agreement, the Leading Edge Terms and Conditions and the Leading Edge Site Privacy Statement contain the entire agreement between the parties hereto.