BY CLICKING THE BOX LABELED “SUBMIT REGISTRATION AND ACCEPT LICENSING TERMS – THANK YOU!” WHERE INDICATED, YOU ARE ACCEPTING ALL OF THE PROVISIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO ALL TERMS OF THIS LICENSE AGREEMENT, CLICK THE BUTTON LABELED “RESET FORM.”

1. This License Agreement is a legally binding contract between SSI and Licensee. All capitalized terms used in this License Agreement are defined in Section 8 below. This License Agreement gives Licensee the right to make certain limited use, which is described in detail below, of the Course Materials owned by SSI, but only under the conditions set forth in this Agreement, and only if Licensee is in full compliance with all of its obligations to SSI under this Agreement, under any other agreements with SSI, and under state and federal laws pertaining to the use of intellectual property. This License Agreement is not intended to, and does not give any rights to anyone other than Licensee and SSI. This License Agreement does not give any rights to Licensee other than the rights that are specifically and expressly set forth in this written document. Except as otherwise provided by law, including the law governing whether certain kinds of uses of copyrighted works may constitute fair use Section 107 of the United States Copyright Act governing, Licensee has no right to access or use the Course Materials other than as set forth specifically and expressly in this written document.

2. Licensee acknowledges and understands that SSI is the exclusive owner of the copyright of and to the Course Materials.

3. Provided Licensee is and remains in full compliance with all of its contractual obligations to SSI under this License Agreement and any other written agreements between SSI and Licensee, SSI hereby grants Licensee a limited, non-transferable, non-exclusive license to engage in the Licensed Activities for a period of one (1) year from the Effective Date, or such other period of time (which may be longer or shorter than one year) as an officer or authorized agent of SSI has expressly specified in writing.

4. Licensee may not transfer, sell, or sublicense any rights in the Course Materials or any other rights under this License Agreement to anyone else.

5. Licensee may not create derivative works based on the Course Materials, nor license anyone else to do so.

6. The person accepting this License Agreement on behalf of Licensee hereby represents and warrants that he/she has full authority to bind Licensee legally to the terms of this License Agreement, and shall fully indemnify SSI against any and all claims or losses it may incur, including reasonably attorneys’ fees and litigation costs and expenses, as a result of a breach by such individual of the representations or warranties contained in this paragraph.

7. Any and all disputes arising out of or relating to this License Agreement shall be brought in the state or federal courts located in Raleigh, North Carolina. Those courts shall have exclusive jurisdiction of all such disputes. Any action filed in any other court shall be transferred to an appropriate court in Raleigh, North Carolina. By accepting this Licensee Agreement, Licensee submits itself to the jurisdiction of those courts.

8. The following definitions apply to capitalized terms used in this Agreement:

a. “Course Materials” means:

i. Any and all works owned by SSI that have been expressly identified in writing by an officer or authorized agent of SSI as being licensed to Licensee under this Agreement, and for which the payment in the full amount specified by SSI has been made by or on behalf of Licensee and received by SSI.

ii. Any written or pictorial material (including, but not limited to, test questions, test answers, photographs, depictions, written descriptions), created or owned by SSI that has appeared on SSI’s website and that Licensee has accessed at any time.

iii. Any other written materials (whether in electronic form or hard-copy form) that SSI has provided at any time to Licensee that refer to SSI or Philippe Falkenberg as author, licensor, creator, or rights owner.

b. “Effective Date” means the date on which monetary payment by or on behalf of Licensee for use of the Course Materials is received by SSI.

c. “License Agreement” or “Agreement” means this written document, when accepted by Licensee.

d. “Licensed Activities” means the following:

i. Accessing and viewing the Course Materials through SSI’s official website or secure URL.

ii. Printing one (1) hard-copy and distributing one (1) electronic copy of the Course Materials for each student properly enrolled in an educational program offered or sponsored by Licensee, to be used solely for educational use as a part of that program, provided Licensee has identified the number of such students to SSI prior to accepting this Agreement and an officer or authorized agent of SSI has expressly approved that number of licenses in a written or electronic document delivered to Licensee.

e. “Licensee” means the person accepting this Agreement by clicking the appropriate button, or the person or entity on whose behalf that person is acting. If the person clicking the button is acting on behalf of another person or entity, then the person clicking the button is not a Licensee, but the person or entity on whose behalf he/she is acting is a Licensee.

f. “SSI” means Study Skills Institute, llc.