Important: Please carefully read the terms and conditions of this License Agreement before clicking “I agree.” By clicking “I agree,” you (“Licensee”) are agreeing to the terms and conditions of this License (the “Agreement”) and SAS Institute Inc., located at SAS Campus Drive, Cary, North Carolina 27513, (“SAS”) will authorize You, to use the Training Content, as defined below. If you do not wish to accept the terms of this Agreement, please do not click “I agree” and contact SAS.

WHEREAS, Licensee desires to obtain a license to reproduce and use portions of SAS’ copyrighted course materials relating to its Statistical Thinking for Industrial Problem Solving eLearning course (the “Training Content”); and

WHEREAS, SAS is willing to grant the requested license under the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the terms and conditions hereinafter set forth and other good and valuable consideration, the receipt and legal sufficiency of which is hereby expressly acknowledged, the parties hereto agree as follows:

1.             Incorporation of Recitals

The foregoing recitals are hereby incorporated into the operative provisions of this Agreement.

2.             Grant of License

Subject to the terms and conditions hereinafter set forth, SAS hereby grants to Licensee a nontransferable, nonassignable, nonexclusive, royalty-free license to reproduce and use portions of the Training Content.  Licensee shall use the Training Content solely for its internal business purposes, including incorporation into its own training materials to be provided to its employees or contractors performing services on its behalf. Title to the Training Content remains with SAS and its licensors at all times.  In the event Licensee is an academic institution, then Licensee may use the Training Content for (a) in the academic institution’s degree granting programs or (b) to the degree candidate students and employees of the Academic Institution to facilitate (i) a student’s work within a degree granting program or (ii) an employee’s work for the academic institution.  This Agreement does not transfer ownership rights to the Training Content.  The Training Content may be placed on websites maintained by Licensee provided that access to the Training Content and all modifications thereto is available only to employees or students of Licensee or contractors performing services on Licensee’s behalf.

3.             Copyright Notices

All uses of the Training Content in unmodified form shall be accompanied by the complete copyright notice contained in the relevant Training Content followed by: Reproduced with permission of SAS Institute Inc., Cary, NC, USA.    All uses of the Training Content in a modified form shall be accompanied by the complete copyright notice contained in the applicable Training Content, preceded by the word “Portions” and followed by: Reproduced with permission of SAS Institute Inc., Cary, NC, USA.  SAS Institute Inc. makes no warranties with respect to these materials and disclaims all liability therefor.   For example: Portions Copyright © 2020 SAS Institute Inc., Cary, NC, USA.  All Rights Reserved.  Reproduced with permission of SAS Institute Inc., Cary, NC, USA.  SAS Institute Inc. makes no warranties with respect to these materials and disclaims all liability therefor.

4.         Term and Termination

The term of this Agreement will commence on the Effective Date and, unless earlier terminated as provided below, will continue for a period of one (1) year from the Effective Date.  This Agreement shall automatically renew for additional one (1) year terms, unless either party provides the other party with written notice of its intention not to renew at least thirty (30) days prior to the end of the then-current term.  Either party may terminate this Agreement for a breach of the terms of this Agreement if not cured within thirty (30) days after delivery of written notice to the breaching party.  Upon termination or expiration of this Agreement, Licensee shall immediately terminate all use of the Training Content.

5.         General

5.1        The Training Content is provided “as is” without any warranties, express or implied.   SAS disclaims any liability connected with use of the Training Content.

5.2        Failure to require compliance with a part of this Agreement is not a waiver of that part.  If a court of competent jurisdiction finds any part unenforceable, that part is excluded, but the rest of this Agreement stays in full force and effect.  Any attempt by Licensee to transfer or assign this Agreement is void.

5.3        Breach of SAS’ intellectual property rights will lead to damages not adequately remedied by an award of money; therefore, the parties agree that SAS may protect those intellectual property rights through temporary restraining orders or injunctions, without the obligation of posting bond.

5.4        The titles of the various sections of this Agreement are used for convenience of reference only and are not intended to and shall not in any way enlarge or diminish the rights or obligations of the parties or affect the meaning or construction of this Agreement.

5.5        This Agreement may be executed in two (2) counterparts, each of which shall be deemed an original, but both of which constitute one (1) and the same Agreement.  The parties have agreed that faxed signature copies are legally binding.

5.6         North Carolina law, excluding choice of law provisions, and the laws of the United States of America govern this Agreement.  Because the Training Content is of United States origin, the export regulations of the United States govern its use.  Licensee agrees to comply with these and all other applicable export and import regulations.  The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement.

05.01/KLS154/22JUN20