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STUDENT LPI ONLINE LICENSE AGREEMENT AND TERMS OF USE
This License Agreement sets forth the terms and conditions under which Jossey-Bass, an
Imprint of John Wiley & Sons, Inc., located at 989 Market Street, San Francisco,
California ("Wiley") will provide multiple-user access to the STUDENT LPI ONLINE to
your organization (the "Customer ").
DEFINITION OF TERMS
STUDENT LPI ONLINE means the fully integrated web-based 360-degree leadership
assessment instrument, created by James M. Kouzes and Barry Z. Posner, and all of the
contents, technology and services housed at, accessible from and generated through
www.lpionline.com, located on Wiley's server.
LEADER means each person with authorized access to take the STUDENT LPI-Self
survey for whom Customer pays a "LICENSE FEE." Each paid Leader access is also
referred to as a "License."
USER means each individual provided with authorized access to any part of STUDENT
LPI ONLINE by way of a password or secure link issued by Wiley. Users shall include
all Leaders, all Observers, and all designated Administrators. All Users are bound by the
Terms and Conditions of Use.
TERMS AND CONDITIONS OF USE means the Terms and Conditions of Use as well
as the Privacy Policy that are posted on STUDENT LPI ONLINE, and made a part of this
Agreement.
LICENSE FEE means the charge for each Leader, to be paid in advance of the issuance
of each Leader password. Each Leader may designate up to 100 Observers with no
additional License Fee.
TERM means, for each License purchased, twelve months from the issuance of the
License. At the conclusion of the Term, passwords will expire.
LICENSED RIGHTS
Wiley grants Customer a one-year non-exclusive, non-transferable license to access the
STUDENT LPI ONLINE and to allow access to Users under the Terms and Conditions
of Use. Based upon Licensee's designation of Users, whether as Leader or Observer,
such User shall have access to the applicable portion of STUDENT LPI ONLINE, and
Customer's designated administrator shall have access to the administrative portions of
STUDENT LPI ONLINE in order to obtain the available services and information.
To the extent explicitly set forth within STUDENT LPI ONLINE, Customer may
download and make limited print copies of feedback reports generated by the STUDENT
LPI ONLINE to share with its Users and retain in their files.
Except as explicitly provided above and by STUDENT LPI ONLINE, this License
Agreement does not convey to Customer any right to reproduce, disclose, assign, license
or in any other way use or provide Student LPI Online, or any portion of it, to any party
other than its Users in accordance with the Terms and Conditions of Use.
FEES
The per License Fee charge, as posted on STUDENT LPI ONLINE, is to be paid in
advance of the issuance of each Leader password.
WILEY'S OBLIGATIONS
Wiley will use reasonable commercial efforts to maintain and operate the STUDENT LPI
ONLINE in accordance with the documentation on STUDENT LPI ONLINE, and will
retain Customer's User information in accordance with Wiley's Privacy Policy.
Wiley will provide product and technical support for the STUDENT LPI ONLINE to
Customer's designated administrator during regular business hours at no additional cost.
Technical support shall consist of responding to emails and telephone calls during regular
business hours (Eastern Time).
CUSTOMER'S OBLIGATIONS
Customer shall be responsible for administering STUDENT LPI ONLINE by providing
all of the necessary Leader and Observer information, including, but not limited to User's
names and email addresses to enable Wiley to issue the passwords and secure links and to
provide the basic information required by the STUDENT LPI ONLINE to generate the
desired feedback reports.
Customer may not customize, augment or change STUDENT LPI ONLINE in any way
without the prior written consent of Wiley, but it may integrate use of STUDENT LPI
ONLINE with its training programs and other legitimate company activities.
Customer acknowledges that because the STUDENT LPI ONLINE is a training resource
and the information generated by STUDENT LPI ONLINE is not intended and should
not be used to make decisions to hire, fire, promote or otherwise determine the status of
employment of any User. Licensee assumes full responsibility for its use of the resulting
information and feedback reports.
Customer will take appropriate steps to counsel its Users regarding the proper use of
STUDENT LPI ONLINE and will advise Wiley if it believes any of the Users are
violating the Terms and Conditions of Use and will assist Wiley as may be reasonably
necessary to stop such violation and prevent any further violations.
OWNERSHIP AND COPYRIGHT
This Website and any Wiley publications and material which may be accessed from it are
protected by copyright. Nothing on this Website or in the Wiley publications and material
may be downloaded, reproduced, stored in a retrieval system, modified, made available
on a network, used to create derivative works, or transmitted in any form or by any
means, electronic, mechanical, photocopying, recording, scanning, or otherwise, except
(i) in the United States, as permitted under Section 107 or 108 of the 1976 United States
Copyright Act, or internationally, as permitted by other applicable national copyright
laws, or (ii) as expressly authorized on this Web site, or (iii) that a reasonable amount of
material may be cached and stored by search engines indexing this Web site, or (iv) with
the prior written permission of Wiley. Requests to the Publisher for permission should be
addressed to the
Permissions Department, John Wiley & Sons, Inc., 111 River Street, Hoboken, New
Jersey, 07030-5774, USA, (201) 748-6011, fax (201) 748-6008. The licenses set forth in
(ii) and (iii) above may be revoked by Wiley on notice.
The statements and opinions in the material contained on this Web site and any Wiley
publications and material which may be accessed from this Web site are those of the
individual contributors or advertisers, as indicated. Wiley has used reasonable care and
skill in compiling the content of this Web site. However, Wiley, its employees, and
content providers make no warranty as to the accuracy or completeness of any
information on this Web site and accept no responsibility or liability for any inaccuracy
or errors and omissions, or for any damage or injury to persons or property arising out of
the accessing or use of any files, software and other materials, instructions, methods or
ideas contained on this Web site or in the Wiley publications and material accessed from
it.
Any third party Web sites which may be accessed through this Web site are the sole
responsibility of the third party who is posting the Web site. Wiley makes no warranty as
to the accuracy of any information on third party Web sites and accepts no liability for
any errors and omissions or for any damage or injury to persons or property arising out of
the use or operation of any materials, instructions, methods or ideas contained on such
Web sites.
ALL DOWNLOADABLE SOFTWARE AND FILES ARE DISTRIBUTED ON AN
"AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATIONS, WARRANTIES OF TITLE OR IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, AND DOWNLOADING AND/OR USING THE SOFTWARE AND FILES
IS AT THE USER'S SOLE RISK.
TERMINATION
Following the conclusion of the Term or cancellation of this Agreement for any reason,
information about and supplied by Users shall be removed from STUDENT LPI
ONLINE databases, and Wiley shall have no continuing obligation to complete the
scoring generate reports of any "in-progress" surveys, or provide access to STUDENT
LPI ONLINE. On request, Customer shall confirm in writing to Wiley that except for
copies of reports of which downloading, copying and retention are permitted by
STUDENT LPI ONLINE, that neither Customer nor any of its employees, agents, clients
or associates, has copies of any contents from STUDENT LPI ONLINE in its possession
and that if it or they did, such copies have been returned to Wiley or destroyed.
Provisions of this Agreement on Ownership, Warranties, Limitation of Liability and
Applicable Law as well as the use restrictions imposed by Wiley on STUDENT LPI
ONLINE shall survive any termination of this Agreement.
CANCELLATION FOR BREACH
This Agreement may be terminated by Wiley if Customer does not cure a material breach
of its terms within ten (10) days of written notice. Wiley shall have the right to
immediately terminate access to any User or group of Users at any time during the Term
if such Users breach the Terms and Conditions of Use or in any way infringe Wiley's
copyrights or other proprietary rights or the privacy rights of any parties.
REPRESENTATIONS AND WARRANTIES
Wiley represents and warrants that Customer's use of STUDENT LPI ONLINE, as
authorized by this License Agreement, will not infringe upon any copyrights, trademarks
or other rights of third parties.
Customer represents and warrants that use of the STUDENT LPI ONLINE by its Users
shall be in compliance with the terms of this License Agreement, including the Terms
and Conditions of Use and that the individual accepting this Agreement on its behalf has
the full authority to bind the Customer.
Customer shall promptly notify Wiley of any claim and Wiley shall have the right to
select counsel.
DISCLAIMERS REGARDING SERVICES AND MATERIALS
Wiley will not be responsible for problems or delays in accessing any of the materials or
services offered on STUDENT LPI ONLINE for any reason beyond Wiley's actual
control including reasons related to Customer's own hardware, software or connectivity.
Further, Wiley does not guarantee that functions and materials contained in STUDENT
LPI ONLINE will always be uninterrupted or error-free, that defects will be immediately
corrected, or that STUDENT LPI ONLINE, or the server that makes it available, will be
and remain free of viruses or other harmful components. Further, Wiley does not warrant
or make any representations regarding the feedback reports or the results of the use of the
reports created by the STUDENT LPI ONLINE for any reason.
Any third-party sites which may be accessed through STUDENT LPI ONLINE are solely
the responsibility of the third-party host, and Wiley makes no representations as to the
accuracy or completeness of any information on such sites nor does it accept any
responsibility for errors or omissions contained on such sites or damages deriving from
the use of them.
LIMITATION OF LIABILITY
LPI ONLINE IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE
PURSUANT TO APPLICABLE LAW, WILEY DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
NEITHER WILEY NOR ANYONE ELSE INVOLVED IN PROVIDING THE
STUDENT LPI ONLINE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING
OUT OF THE USE OR INABILITY TO USE THE STUDENT LPI ONLINE.
APPLICABLE LAW
This Agreement shall be construed and interpreted according to the laws of the State of
New York and any legal proceeding arising out of or relating to this Agreement shall be
instituted in a court of competent jurisdiction in New York County and the parties hereby
consent to jurisdiction of such court.
COMPLETE AGREEMENT
This Agreement together with the Terms and Conditions of Use and Privacy Policy
contains the entire agreement between the parties hereto, and cannot be modified except
by a written document signed by Customer and Wiley.
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