License Agreement for Cortex

Important: Please carefully read the terms and conditions of this License Agreement for the access to and use of Cortex and the associated Training Materials (the "Agreement") before checking the "Yes, I accept the License Agreement" box. By checking the "Yes, I accept the License Agreement" box, you, as an individual, or on behalf of the company or institution set forth on the order form of which this Agreement is a part (the "Licensee"), are agreeing to these terms and SAS Institute Inc. ("SAS"), will permit users authorized hereunder to access and use Cortex, a hosted analytics simulation game (the "Game"); and (2) the associated course data, videos, programs, course notes, and other materials provided by SAS for use with the Training (collectively, the “Training Materials”) (collectively, the Game and the Training Materials shall be referred to herein as the "Training"). If you are accepting these terms on behalf of another person or company, you represent and warrant that you have full authority to bind that person or company to these terms.

1. License Grant

   In exchange for Licensee's payment of all applicable fees and compliance with all of the terms and conditions of this Agreement, SAS hereby grants Licensee a nonassignable, nontransferable and nonexclusive license to access and use the Training for the license period selected and paid for by Licensee.

2. Authorized Users

   2.1 Licensee acknowledges that SAS permits access to the Training via unique User ID(s) and password(s) (“Access Credentials”). Licensee acknowledges and agrees that Access Credentials are SAS’ confidential and proprietary information. SAS requires that Licensee register for a profile on SAS’ website in order to obtain Access Credentials. Licensee will provide current, accurate and complete information as requested in connection with the profile registration process. Licensee is solely responsible for maintaining the confidentiality of Licensee’s Access Credentials. Licensee will take all steps necessary to protect the Training from unauthorized use, disclosure or third party access, including, but not limited to, not disclosing the URL supplied by SAS or Licensee’s Access Credentials to anyone else. Licensee will notify SAS immediately of any unauthorized use of Licensee’s Access Credentials.

   2.2 Third parties may not access the Training under a remote computing services, timesharing, facilities management, outsourcing, or other such third-party access arrangements, even if contracts authorizing such use or access for other licensed products are in effect between Licensee and SAS. Licensee may not distribute the Training to any third party in modified or unmodified form.

   2.3 The Training may only be accessed via the SAS website and Licensee may not save and reuse or otherwise access the Training offline without executing a separate agreement with SAS. Licensee will not download or attempt to download the Training or any SAS software, data, or other materials made available by SAS via the Training not expressly authorized by SAS to be downloaded. Licensee may print screen pages for the individual use of Licensee. Licensee may not duplicate or reproduce the printed screens or distribute the printed screens to any other individual or entity.

   2.4 Without limitation, Licensee is prohibited from:

   1. transferring any right, title or interest in the license to the Training;
   2. copying, extracting, summarizing, or distributing the Training;
   3. using the Training to make any reports or data compilations to be sold, loaned or distributed to a third party;
   4. distributing the Training to any third party in modified or unmodified form;
   5. using the Training to create Licensee’s own training, regardless of whether such training is for internal or external use;
   6. using the Training for the benefit of a third party in exchange for compensation;
   7. reverse engineering, disassembling or otherwise commercializing or attempting to commercialize the Training; or
   8. allowing any party other than Licensee to use or otherwise access the Training.

   
   2.5 Licensee agrees to secure and protect the Training in a manner consistent with the maintenance of SAS' rights therein.

3. Licensee’s Materials

   3.1 Any materials Licensee provides, stores, collects, transmits or receives for use with the Training and any materials Licensee directs SAS to provide, store, collect, transmit or receive via the Training are defined herein as “Licensee Materials”.

   3.2 Licensee will transmit Licensee Materials to SAS using only methods that have been designated by SAS for that purpose.

   3.3 Licensee grants SAS a nonexclusive, nonassignable, nontransferable and royalty-free license to host Licensee Materials on the Training solely for the purposes of the Agreement. Licensee will obtain all necessary rights to provide Licensee Materials to SAS for hosting on the Training, and will ensure that Licensee’s use of Licensee Materials on the Training complies with all applicable license terms, terms of use, and other usage terms as set forth by the providers of Licensee Materials. Licensee will conduct the publication, transmission and receipt of all Licensee Materials through the Training in a manner that complies with applicable local, state, national and international laws and regulations, including, without limitation, laws relating to trademarks, copyrights, defamation, consumer protection, data protection and personal privacy and false or deceptive trade practices.

   3.4 Licensee will defend and indemnify SAS with respect to any claim made against SAS arising from or relating to Licensee Materials, including but not limited to, claims regarding copyright, patent, trade secret or other intellectual property rights violation and claims regarding noncompliance with any applicable laws and regulations. If such claim is made or, in Licensee’s opinion, is likely to be made, Licensee will immediately remove the Licensee Materials from the Training or will authorize SAS to remove Licensee Materials from the Training.

4. Intellectual Property Rights

   The Training is copyrighted. Ownership of the Training, including any intellectual property embodied therein, remains with SAS or its licensor(s) at all times. Licensee agrees to abide by United States and international copyright laws and treaties, and all other applicable laws and regulations including, but not limited to, export control laws and regulations. SAS reserves the right to update and revise the Training at any time in its sole discretion. Copyright and other proprietary rights notices in the Training shall not be deleted or modified.

5. Technical Support

   During the term of the license granted hereby, SAS will use reasonable efforts, either by telephone or in writing, to help Licensee solve specific problems installing or using the Training. It may not be possible for SAS to solve all problems or correct all errors in Training.

6. Export Restrictions

   United States of America export laws and regulations apply to the Training and any underlying information or technology ("Controlled Material"). In addition to the prohibitions set forth elsewhere in this Agreement, Licensee may not access, download or otherwise export, reexport, import or distribute the Controlled Material except in full compliance with all laws and regulations of the United States of America and any other applicable laws and regulations. By accepting this Agreement, you agree to the foregoing and represent and warrant that (1) you are not a party to whom the United States of America prohibits access to the Controlled Material and (2) you are not located in, under control of, or a national or resident of any country to which export of the Controlled Material is restricted by the laws of the United States of America or other applicable laws and regulations, and (3) you will not share the Controlled Material with a party identified in this paragraph.

7. Termination

   7.1 The Training will be accessible to Licensee for a six (6) month license period immediately upon completion of Licensee's order. This Agreement governs the use of the Training during the license period. The license granted under this Agreement automatically terminates upon expiration of the selected license period, at which time the password will no longer operate.

   7.2 Licensee may terminate its license for the Training at any time. SAS may terminate the license for a breach of this Agreement, including, but not limited to, a breach of SAS’ intellectual property rights.

8. Limited Warranty

   8.1 SAS warrants it has the right to license the Game to Licensee. The exclusive remedy for breach of this warranty is set forth in Section 10.

   8.2 While substantial efforts are made to ensure the accuracy of the data and documentation contained in the Training Materials, complete accuracy of data and metadata cannot be guaranteed. All Training Materials are made available "as is" without guarantee. It is accepted that the Training Materials are provided without any offer of technical or other support.

   8.3 SAS AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE TRAINING INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SAS AND ITS LICENSORS DO NOT WARRANT OR REPRESENT THAT THE TRAINING WILL RESULT IN COMPLIANCE, FULFILLMENT OR CONFORMITY WITH LAWS, RULES, REGULATIONS, REQUIREMENTS OR GUIDELINES OF ANY GOVERNMENTAL AGENCY.

9. Limitations of Liability

   9.1 SAS AND ITS LICENSORS ARE NOT LIABLE FOR (A) SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR RELIANCE DAMAGES (ARISING IN CONTRACT, TORT, OR OTHERWISE), OR (B) ANY CLAIM AGAINST LICENSEE BY A THIRD PARTY, EVEN IF SAS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

   9.2 SAS DOES NOT ACCEPT ANY RESPONSIBILITY OR LIABILITY FOR THE OUTCOMES OR THE USE OF THE TRAINING MATERIALS. SAS AND ITS LICENSORS DISCLAIM ANY LIABILITY CONNECTED WITH USE OF THE TRAINING MATERIALS.

   9.3 SAS DOES NOT ACCEPT ANY RESPONSIBILITY OR LIABILITY FOR THE ACCESS TO OR USE OF ANY THIRD PARTY WEBSITES THAT MAY BE ACCESSED OR USED BY LICENSEE IN CONNECTION WITH THE TRAINING.

   9.4 The maximum amount Licensee may recover for any claim relating to matters covered by this Agreement or use of the Training is limited to the license fees received from Licensee for the Training at issue during the relevant license period.

   9.5 Some jurisdictions do not allow limitations of liability so certain of these limitations may not apply; however, they apply to the greatest extent permitted by law.

10. Indemnification

    10.1 If a claim of copyright, patent, trade secret, or other intellectual property rights violation is made against Licensee relating to the Training, Licensee agrees to immediately notify SAS, allow SAS to control the litigation or settlement of such claim, and cooperate with SAS in the investigation, defense, and/or settlement thereof. SAS agrees to take control of the litigation and indemnify Licensee by paying any settlement approved by SAS, or any judgment, costs, or attorneys' fees finally awarded against Licensee for such claim. Licensee may participate at Licensee's own expense. In the event applicable law does not permit SAS to control the defense of any such claim, Licensee may engage counsel at its own expense, and SAS shall be permitted to jointly defend Licensee with counsel of its own choosing, provided that if Licensee and SAS do not agree on the defense, SAS may withdraw its defense of Licensee. If SAS withdraws its defense of Licensee, SAS shall have no further obligation to pay any such costs, attorneys' fees or judgment finally awarded against Licensee for the applicable claim except SAS shall reasonably cooperate with Licensee in the investigation, defense and settlement thereof. This indemnification obligation does not apply to (1) the Training Materials; (2) the extent that the claim is based on Licensee’s combination of the Training with other materials; or (3) Licensee’s modification to the Training.

    10.2 If such a claim is made or, in SAS' opinion, is likely to be made, SAS, at its option, may modify the Training, obtain rights for Licensee to continue using the Training, or terminate the license for the Training at issue and refund the license fee paid by Licensee. Licensee agrees to abide by SAS' decision and, if appropriate, install a different version of the Training or stop using the Training.

11. Governing Law

    This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina and of the United States of America. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement.

12. Privacy

    Licensee authorizes the transmission of his/her personal information to SAS in the United States. SAS stores and processes such information on computers located in the United States that are protected by reasonable physical and technological security safeguards. SAS does not sell or rent such personal information to third parties for marketing purposes without your consent, and it uses the information only as described in SAS' Privacy Statement. Licensee consents to the receipt of electronic messages from SAS and its affiliates in connection with the promotion and administration of the Training. If you object to your personal information being transferred or used in this way, please click Do Not Accept and contact SAS directly.

13. General

    13.1 The Training is available only to individuals aged eighteen (18) years or older. If Licensee is under the age of eighteen (18), Licensee should review these terms and conditions with Licensee’s parent or guardian to make sure these terms and conditions are understood and Licensee’s parent or guardian must agree to the terms of this Agreement on Licensee’s behalf.

    13.2 This Agreement and any order form or invoices relating to the Training set forth the entire agreement between Licensee and SAS related to the Training and supersede any purchase order, communications, and representations regarding the Training.

    13.3 If any provision of this Agreement shall be unenforceable, that provision shall be deemed severable from this Agreement and shall not affect the enforceability of the remaining provisions.

    13.4 Any additions or modifications to this Agreement must be approved in writing signed by both parties.

    13.5 Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.

    13.6 Failure to require compliance with a part of this Agreement is not a waiver of that part. Nothing in this subsection waives any remedy SAS may have under this Agreement at law, in equity, or otherwise.