SCG Parent Courses
End User License Agreement
Last updated: January 2021
Thank you for choosing Specialized Career Guidance’s guides, manuals, publications, and/or resources (“SCG Products”). This license is a Legal Agreement (“Agreement”) between the customer who has acquired SCG Products (“you”) and Specialized Career Guidance (“SCG”). Please read this Agreement carefully.
SCG provides its products to you on the condition that you accept all of the terms contained in this Agreement. You accept this Agreement by accessing or using SCG Products.
This Agreement provides you with the ability to use SCG Products, while protecting SCG’s intellectual property. If you have any questions or concerns about this license, or if you need to use SCG Products in a manner that is not permitted under this Agreement, please contact SCG to discuss alternative licensing arrangements at [email protected].
1. OWNERSHIP
SCG Products are protected by copyrights and other intellectual property rights in all formats; paper, electronic, online, and wireless as well as any delivery system SCG chooses to use in the future. You agree that all worldwide copyright and other intellectual property rights of materials and contents contained within SCG Products and all copies of SCG Products, however made, are the exclusive property of SCG unless otherwise specifically stated. All rights in SCG Products not expressly granted to you in this Agreement are reserved by SCG. There are no implied licenses under this Agreement.
2. DEFINITIONS
2.1. Users
“User” means an individual, who ultimately makes use of the courses of SCG Products. If your license is granted on a per-User basis, then the maximum number of authorized Users under that license will be expressly indicated on the applicable purchase contract provided to you by SCG and, if not so indicated, will be one (1).
2.2. Authorized Distributor or Affiliate
An “Authorized Distributor” and/or “Affiliate” is a company or entity that has entered into a formal agreement with SCG to distribute, sell, or display SCG content and/or publications to its customers, affiliates, or third parties under certain terms and conditions.
2.3. Purchase Contract
A “Purchase Contract” is the signed contractual agreement between you and SCG. The contractual agreement describes the financial, seat licensing, and other specific terms agreed to between all parties included in the contract. The Purchase Contract terms are in addition to the terms and conditions in this Agreement, and in the case of any conflict, the Purchase Contract shall be the governing document.
2.4. Customizable Content
“Customizable Content” means content within SCG Products that is specifically designed to be customized by the User to facilitate audits and other recordkeeping or compliance tracking within the User’s organization. (See 5.1)
2.5. Trial User Agreement
The “Trial User Agreement” is the set of terms and conditions that apply to individuals or companies that have been given SCG Products for the purpose of evaluation.
2.6. Multiplexing
Multiplexing is the use of hardware or software to allow multiple Users to access SCG Products concurrently while sharing a session or otherwise consuming only a single license seat.
2.7. Third Party Software
“Third Party Software” is a computer program or software or functionality that is provided to you by SCG that is not an SCG Product. This software is provided “as is” and any expressed or implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose are disclaimed. In no event shall SCG, its contributors, or Authorized Distributors, be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of Third Party Software, even if advised of the possibility of such damage. Also, by using this software, you agree to the software owner’s terms and conditions of use, and license stipulations.
2.8. Secure Network
A "Secure Network” is a computer network that is only accessible to Users via Secure Authentication.
2.9. Electronic Learning Environments
“Electronic Learning Environments” are virtual and managed environments (including but not limited to virtual learning environments, managed learning environments, virtual research environments, library environments, learning management systems, and courseware technologies) hosted on a Secure Network.
2.10. Secure Authentication
“Secure Authentication” is the process whereby Users are authenticated by providing a set of institutional credentials to allow access to SCG Products when not physically present at the Licensee’s sites or to SCG Products made available on Secure Networks, including but not limited to Electronic Learning Environments.
3. SCG PRODUCT LICENSES
SCG Products are provided in several formats and by a variety of delivery methods. Special licenses for SCG Products offered by our Authorized Distributors are subject to both the SCG license requirements under this Agreement and any additional licensing requirements the Authorized Distributor may choose to impose.
If you purchase multiple user licenses, then you must purchase license rights for each User who uses or otherwise accesses SCG Products, whether directly or via remote access tools, regardless of how frequent that access may be.
3.1. Online via SCG
SCG Online License – Per User. For each single-user or multi-user Purchase Contract, SCG grants you a non-exclusive, non-transferable, limited license to use on as many single-user computers as the maximum number of Users authorized by SCG under that Purchase Contract, so long as you comply with this Agreement. The total number of Users over any time period who use or otherwise access SCG Products under this Agreement may not exceed the maximum number of authorized Users. The maximum number of authorized Users is that number specified in your Purchase Contract.
SCG License Term. For each single-user or multi-user Purchase Contract, an online license is granted for a specified term under this Agreement. Upon expiration of the license term, access to the corresponding SCG Product will be disabled. To continue using SCG Products after such expiration, you will need to purchase a new license from SCG, at then-current prices and terms.
3.2. Direct File Delivery
For each SCG Product that you purchase, for which content is delivered to you directly by SCG, whether via an FTP site, a CD-ROM, or another medium, SCG grants you a non-exclusive, non-transferable, limited license to use that product, for the term specified in the Purchase Contract, so long as you comply with this Agreement. The maximum number of authorized Users is specified in your Purchase Contract. The product cannot be copied, electronically stored or distributed, or otherwise reproduced without express, written permission from SCG.
3.3. XML Integration/Customization
If you purchase reconfigured XML content from SCG, your obligations under this license will be subject to the terms and conditions set forth in the Purchase Contract.
3.4. Partnership Deliveries
Authorized Distributors of SCG Products may receive content via the delivery methods described in 3.1 to 3.3 above, via SCG’s API site, or, at SCG’s discretion, by another method that suits both parties. The content delivery method(s) are described in the Authorized Distributor Purchase Contract.
4. CUSTOMIZABLE CONTENT LICENSE
For each SCG Product license that you purchase under this Agreement that contains Customizable Content, SCG grants you a personal, non-exclusive, non-transferable, limited license during the term of this Agreement to modify this Customizable Content to facilitate audits, reviews, and other statistical data collection.
You may not distribute, sub-license or otherwise disseminate this Customizable Content to those who do not hold a valid SCG Product license for the product being customized. See Section 5.1 for a further description of this redistribution limitation.
5. DISTRIBUTION
5.1 No Redistribution
Redistribution of SCG Products is not permitted, except for Customizable Content that you have altered to meet your company’s internal business needs, and that the customized content is not sold to or shared with a party outside your organization.
6. OTHER LICENSE RIGHTS
6.1 Evaluation License
If you have received a copy of an SCG Product from SCG or its Authorized Distributor but have not yet purchased a license to use the SCG Product, then SCG grants you a personal, non-transferable, non-exclusive, limited license to review the SCG Product, for your own internal use solely for purposes of evaluating the SCG Product for no more than thirty (30) days. When an SCG Product is used on an evaluation basis, you are not entitled to content and/or software updates for the SCG Product being evaluated; however, SCG may choose to extend the period of review and provide updates at its discretion.
6.2 Trial User Agreement
A Trial User Agreement is a short-term licensing agreement where a potential Authorized Distributor or company wishes to evaluate SCG content over a period longer than thirty (30) days, but is not yet ready to commit to a full annual delivery of this content. In this case, a fee smaller than the full annual content delivery cost is charged to the evaluator, and this sum is subtracted from the cost of the full content delivery, should the evaluator purchase the full content delivery. After a purchase is made, the Trial User Agreement ends, and is replaced by an appropriate SCG Purchase Contract.
During the period when a Trial User Agreement is in effect, SCG grants you a personal, nontransferable, non-exclusive, limited license to review SCG Products, for your own internal use solely for purposes of evaluating SCG Products for the timeframe agreed to in the Trial User Agreement. When SCG Products are used under a Trial User Agreement, content and/or software updates will be provided by SCG at its discretion.
6.3. Backup Copies
You may not make backup copies of SCG Products during the term of this Agreement. Should additional copies be required, please contact SCG at [email protected]
7. ADDITIONAL RESTRICTIONS AND CONDITIONS
7.1. Prohibited Uses of SCG Products
You may not do (or permit others to do) any of the following:
7.1.1. Modify, adapt, alter, translate, or create derivative works of SCG Products;
7.1.2. Merge or otherwise integrate SCG Products with any external components or software;
7.1.3. Reverse engineer, decompile or disassemble SCG Products, or otherwise attempt to derive the source code and/or content of any SCG software utility except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
7.1.4. Remove, alter, or obscure any confidentiality or proprietary notices (including copyright and trademark notices) of SCG or its suppliers on SCG Products, including any copies of SCG Products that you are permitted to make under this Agreement;
7.1.5. Circumvent, or provide or use a program intended to circumvent, technological measures (such as activation codes) that control installation or use of SCG Products; 7.1.6. Install or use copies of SCG Products in any manner that exceeds the scope of the license;
7.1.7. Otherwise reproduce or use SCG Products except as expressly permitted under this Agreement; or
7.1.8. Share or pass SCG Products on to a third party or competitor of SCG.
7.2. No Separation or Re-use of Components
You may not separate SCG Products up into components and install or use the components on separate computers under a given license. Each User license under this Agreement is limited to use with the complete publication or modular component of a publication listed on the product invoice, or by a specific amendment clause to the corresponding Purchase Contract.
7.3. No Multiplexing
Multiplexing is not permitted under this Agreement. You may not combine transactions from multiple users onto a single session. You may only have as many sessions open at one time as the number of Users authorized by SCG for the license under which that SCG Product is used. If you are concerned about how to apply these multiplexing license restrictions for a particular application, please contact SCG at [email protected].
7.4. Confidentiality
Technical information provided to you the licensee under this Agreement (other than published documentation), is confidential and proprietary to SCG and may not be disclosed by you to third parties without the express, written permission of SCG. The licensee may share the non-financial terms of the End-User License Agreement and the Purchase Contract with other publicly funded academic institutions through a secure website accessible only to the library staff of that institution and its affiliates.
8. FEES
License fees are subject to change. Please consult SCG or its Authorized Distributors as to current fees before placing an order. All license fees are non-refundable and non-cancelable except as expressly provided in this Agreement and do not include shipping, sales or use tax, withholding tax, excise tax, VAT or customs duties, all of which you are responsible for paying above and beyond the license fees due to SCG or its Authorized Distributor.
9. NO WARRANTY
SCG Products are provided “as is” and without warranty of any kind. SCG hereby excludes and disclaims all implied or statutory warranties, including (without limitation) any warranties of merchantability, fitness for a particular purpose, quality, non-infringement, title, results, or efforts. There is no warranty that SCG Products are error-free or will function without interruption. You assume the entire risk arising out of the performance or use of SCG Products. To the extent that SCG may not disclaim any warranty as a matter of applicable law, the scope and duration of such warranty will be the minimum permitted under such law.
10. LIMITATION OF LIABILITY
IN NO EVENT WILL SCG OR ITS AUTHORIZED DISTRIBUTORS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, OR FOR ANY LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE SCG PRODUCTS, EVEN IF SCG OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF SCG AND ITS AUTHORIZED DISTRIBUTORS IN CONNECTION WITH THIS AGREEMENT AND SCG PRODUCTS, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF LICENSE FEES THAT YOU PAID TO USE SCG PRODUCTS FOR THE PARTICULAR LICENSE UNDER WHICH LIABILITY HAS RISEN (NOT INCLUDING FEES FOR SERVICES OR PRODUCTS OTHER THAN SCG PRODUCTS). THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT. YOU ACKNOWLEDGE THAT THE LICENSE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT SCG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO LICENSOR OR OTHER AUTHORIZED DISTRIBUTOR FOR SCG WILL HAVE ANY LIABILITY TO YOU, WHETHER IN CONTRACT, IN TORT OR OTHERWISE UNDER THIS AGREEMENT OR IN RELATION TO SCG PRODUCTS. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS SECTION WILL APPLY EVEN IF AN EXCLUSIVE REMEDY UNDER THIS AGREEMENT HAS FAILED OF ITS ESSENTIAL PURPOSE.
11. TERMINATION
This Agreement will remain in effect until the expiration of the copyrights in SCG Products or until terminated as provided below. If a particular license granted to you is for a limited term (as indicated on the packaging that accompanies SCG Products or on the applicable invoice, Purchase Contract or other product documentation provided to you by SCG or its Authorized Distributor in connection with SCG Products, or on the screens displayed by SCG Products when they are initially used), then that license terminates upon expiration of that term. Subscriptions as indicated on the Purchase Contract or SCG invoice will automatically terminate at the end of the subscription period unless both parties have previously agreed to renew the subscription.
You may terminate this Agreement at any time and for any reason, by giving written notice to SCG. SCG may terminate this Agreement, effective immediately upon written notice to you if you (a) fail to pay any portion of the license fees (see Fees in Section 9), when due and fail to cure such non-payment within thirty (30) days after receipt of notice of same, or (b) if you otherwise breach any provision of this Agreement. Upon expiration or termination of this Agreement, you must erase or otherwise destroy all copies of SCG Products in accordance with this Agreement, and your rights hereunder will immediately end. Notwithstanding the foregoing, Sections 1, 2, 3, 4, 5, 7, 12, and 15 will survive expiration or termination of this Agreement for any reason.
12. THIRD PARTY SOFTWARE
SCG Products contain or may be accompanied by certain programs (“Third Party Software”) licensed by their respective owners, including the Adobe Reader program supplied by Adobe Systems, Inc “Adobe” and other third-party contributors. Copyright notices for Third Party Software will be provided in SCG Products’ “About” screen or in the documentation that accompanies SCG Products. Certain Third Party Software is subject to separate third-party license terms as specified by their respective owners, and these terms are incorporated into the software provided with SCG Products. By using SCG Products that make use of Third Party Software, you agree to comply with the included third-party license terms provided with that software.
13. GENERAL
13.1. Trademarks
No rights to use SCG’s logos or other trademarks are granted under this Agreement. If you would like to use SCG’s logos or other trademarks, please contact SCG at [email protected]
13.2. Compliance with Laws
You will comply with all applicable export and import control laws and regulations in your use of SCG Products and, in particular, you will not export or re-export SCG Products, without all required government licenses. You will defend, indemnify, and hold harmless SCG and its suppliers and Authorized Distributors from and against any violation of such laws or regulations by you.
13.3. Assignments
You may not assign or transfer, by operation of law or otherwise, any of your rights under this Agreement to any third party without SCG’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void. SCG may freely assign its rights or delegate its obligations under this Agreement.
13.4. Language
This Agreement is in the English language, and its English language version will be controlling over any translation.
13.5. Remedies
Except as otherwise provided in this Agreement, the parties’ rights and remedies under this Agreement are cumulative. You acknowledge that SCG Products contain valuable trade secrets and proprietary information belonging to SCG and its suppliers, that any actual or threatened breach by you of this Agreement by you will constitute immediate, irreparable harm for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.
13.6. Waivers