END-USER LICENSE AGREEMENT

PLEASE  READ THIS END-USER LICENSE AGREEMENT (“Agreement”) CAREFULLY BEFORE  USING ANY OF THE ONLINE TRAINING SOFTWARE OR CONTENT (collectively, “G3  Learning Services”) OFFERED BY G3 Learning LLC (“G3 Learning”) DESCRIBED  ON NewbornCourse.com (the “Website”).  BY USING THE G3 Learning  Services YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS  AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS.  IF YOU DO NOT AGREE TO BE  BOUND BY THE TERMS OF THIS AGREEMENT, YOU MUST PROMPTLY EXIT THIS PAGE  WITHOUT ACCESSING OR USING ANY OF THE G3 Learning Services.

1.  You/User.  Persons who access or use the Website are sometimes referred  to herein individually as a “user” and collectively as “users.”  “You”  and “your” refer to you as a user of the Website.

2.  Eligibility.  Only individuals enrolled in a NewbornCourse program  (“Course”) are permitted to access the Course materials.  In addition,  by enrolling in the Course, you certify that you are at least 18 years  of age.  Enrollment in a Course by those under the age of 18 is strictly  prohibited. 

3. Privacy.  Your enrollment in a Course constitutes your consent to G3 Learning’s Privacy Policy posted on the Website, as revised from time to time.  You should review G3 Learning’s current Privacy Policy before enrolling in a Course.

4.  Online Training Services.  Subject to the terms of this Agreement, G3  Learning hereby grants to you a limited, non-transferable, royalty-free  and non-exclusive license to use the G3 Learning Services and access a  Course and its related Course materials during the term of this  Agreement.  Your use of the G3 Learning Services and the Course  materials shall be strictly in accordance with the terms and conditions  set forth in this Agreement.  You are responsible for providing and  maintaining all computer equipment and software and telecommunications  services necessary to access the G3 Learning Services.  Nothing in this  Agreement grants or transfers to you or to any third party any ownership  rights in the G3 Learning Services, including but not limited to the  software and other intellectual property rights related to the G3  Learning Services.  Except as specifically set forth in this Agreement,  G3 Learning owns and retains all right, title and interest in the G3  Learning Services and any and all related materials.

“NewbornCourse”  and other names, logos and marks related to G3 Learning and its  services are trademarks and/or service marks of G3 Learning, and are  protected by law.  G3 Learning reserves all rights to its trademarks and  service marks, which may only be used with the prior written permission  of G3 Learning.  Fair use of the trademarks and service marks requires  proper acknowledgment.  Names, logos and marks of other entities  appearing on the Website are the trademarks or service marks of those  entities, and their appearance on the Website does not imply the  endorsement of G3 Learning by or affiliation of G3 Learning with those  entities, except as expressly indicated. 

UNAUTHORIZED  COPYING, REPRODUCTION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING,  TRANSMITTING OR DUPLICATING ANY OF THE MATERIAL AVAILABLE ON THE WEBSITE  IS STRICTLY PROHIBITED.  You may download any materials that are  explicitly downloadable from the Website only for personal,  noncommercial educational and informational purposes, provided that the  documents are not modified, and provided that you maintain and abide by  all copyright, trademark and other notices contained in such material  or, if none, you include the following copyright notice in such  downloaded materials: “Copyright © 2016 G3.  All rights reserved.”   Unless expressly provided in a separate written agreement, neither G3  nor any supplier of the materials available by or through the Website  grant any express or implied rights to you to any patents, copyrights,  trademarks or trade secret information.  Materials displayed on  third-party websites made available through the Website are subject to  the terms of use of those third-party websites and the applicable  copyright or other intellectual property rights in those materials.   Such materials may not be downloaded, copied or distributed except as  provided by the terms of use of the third-party websites, or as  otherwise permitted by the owners of the rights to those materials.

You  may access a Course and use Course material only for your personal  educational purposes consistent with the Course(s) in which you are  enrolled.  You may not permit anyone else to use your account to access  the Website or any other online resources, including resources provided  by third parties that G3 Learning makes available to enrolled students.   Except as necessary for the purposes of participating in Course(s) in  which you are enrolled, you may not copy, share or distribute content  you obtain from the Website, or from other online resources or third  party sites that G3 makes available to enrolled students.  It is a  violation of this Agreement for anyone to access any Course or Course  materials without G3 Learning’s express written authorization.  You are  responsible for maintaining the security of your account access  credentials (including your username, password, and any other names,  numbers or codes used to access resources on or through the Website),  and you are responsible for any unauthorized use of your account.  You  agree to use reasonable measures to protect the security of your account  access credentials, and to prevent unauthorized access to any Course  through the Website or any other manner.

Reproduction,  copying or redistribution of materials from the G3 Learning Website for  commercial purposes is prohibited without the express prior written  permission of G3 Learning.  To obtain permission to copy portions of the  Website, please send an email containing the following information: 

• the content you wish to use;

• where, when and how it will be used (for example, a seminar, newsletter or news article); 

• where, how and to what audience copies will be distributed; 

• how many copies will be made and distributed; 

• what other materials will be associated with the G3 Learning content; and 

• your name, title, company, address, email address and phone number. 

G3  Learning will evaluate and respond to your request.  G3 Learning  reserves the right to refuse permission to copy, distribute, broadcast  or publish any of its copyrighted material, including text and images on  our Website. 

5. Payment.  For  access to and use of the G3 Learning Services, you agree to pay the  subscription fee set forth in G3 Learning’s Fee Schedule, $99.99 USD  (Ninety Nine Dollars and Ninety Nine Cents) for six (6) months unlimited  access for each user and/or course for which you are purchasing a  license.  You hereby acknowledge and agree that the subscription fee for  each license purchased upon acceptance of this Agreement must be paid  prior to your first use of the G3 Learning Services, and that G3  Learning has no obligation to refund the subscription fee, or any  portion thereof, in the event you do not use the G3 Learning Services.   You are responsible for any taxes, including personal property taxes or  sales taxes, resulting from your use of the G3 Learning Services.

6.  Restrictions on Use.  All pages within the Website and any material  made available for download by the Website (collectively, the “Website  Materials”) are the property of G3 Learning.  Except as provided in  Paragraph 4 above, no portion of the Website Materials may be reprinted,  republished, modified or distributed in any form without the express  prior written permission of G3 Learning.  Access to the Website  Materials is for your own personal, non-commercial use and may not be  shared with any third party.  You shall keep intact any proprietary  notices, including copyright notices, contained on any downloaded  materials and shall comply with any applicable end-user license  agreements.  Any rights not expressly granted by this Agreement or any  applicable end-user license agreements are reserved by G3 Learning.

7.  Modifications and Changes to Services and/or Website.  The software,  content, availability and access and all other features, attributes or  aspects of the G3 Learning Services and Website Materials are subject to  change, modification, additions or deletions at any time without notice  and in G3 Learning’s sole discretion.

G3  Learning reserves the right to change, modify, update, discontinue,  remove, revise, delete or otherwise change any portion of the terms and  conditions set forth in this Agreement, in whole or in part, at any  time.  For changes that G3 Learning deems material, G3 Learning will  place on the homepage of its Website a link to “UPDATED G3 Terms and  Conditions.”  The most current version of these terms and conditions  will be available on the Website and will supersede all previous  versions.  By accessing or using the Website after the terms and  conditions have been changed, you consent and agree to the revised terms  and conditions.

8. Links or  Pointers to Other Sites.  G3 Learning makes no representations  whatsoever about any other website that you may access though G3  Learning’s Website.  When you access a non-G3 Learning website, you  understand that it is independent from G3 Learning and G3 Learning has  no control over the content on that website.  In addition, a hyperlink  to a non-G3 Learning website does not mean that G3 Learning endorses or  accepts any responsibility for the content, or the use, of the linked  website.  It is up to you to take precautions to ensure that whatever  you select for your use or download is free of such items as viruses,  worms, trojan horses and other items of a destructive nature.  In  addition, G3 Learning makes no warranties or representations concerning  the veracity of any information on a non-G3 Learning website. 

9.  Your Responsibilities.  You agree to comply with our terms of use as  set forth in this Agreement and all applicable laws and regulations,  including, but not limited to, those related to obscenity, copyright,  trademark, other intellectual property rights, data privacy,  international communications, import and export regulations and tax laws  and regulations.  You agree to notify G3 Learning promptly if you  suspect unauthorized use of your account.  Until you notify G3 Learning,  you remain solely responsible for such unauthorized use and any damages  that may result therefrom.  You further agree to notify G3 Learning  immediately in the event you become subject to any lawful order or  process that would prohibit or limit your use of the G3 Learning  Services.  As a condition of your use of this Website, you warrant to G3  Learning that you will not use the Website for any purpose that is  unlawful or prohibited by this Agreement.

10.  Prohibited Activities.  You may not modify, reverse engineer or  decompile the G3 Learning Services (including any G3 Learning software)  or create derivative works based on the G3 Learning Services.  You may  not distribute, rent, lease, sell, license or otherwise transfer rights  in the G3 Learning Services to any other person or entity or make any  other commercial use of the G3 Learning Services.  Except for  downloading of project files, which is authorized, you may not save the  G3 Learning Services to your computer or any other storage medium.  You  may not violate any security or corrupt the Website in any way.

Unauthorized  use or modification of the Website may result in criminal and/or civil  prosecution.  You may not use the Website for anything other than a  lawful educational purpose.  You agree not to use the Website in any  illegal manner or for any illegal purpose, or in any other manner that  could damage, disable, overburden or impair the Website, or in any  manner inconsistent with the terms and conditions in this Agreement.   You agree not to interfere, or attempt to interfere, with any security  feature of the Website.  You agree not to interrupt, or attempt to  interrupt, the operation of the Website in any way.  You agree not to  use the Website to: (i) engage in, or promote any, unlawful activity or  purpose, including without limitation, any activity that could give rise  to criminal or civil liability; (ii) carry out any unauthorized  alteration of any data or information on the Website or supplied by  another user of the Website; (iii) post, transmit or share material that  you did not create or that you do not have permission to post, transmit  or share, or conduct any activity that infringes on the copyright,  patent, trademark, service mark or other rights of any person or entity;  (iv) advertise or promote and product or service, without the prior  written permission of G3 Learning; (v) upload, post, transmit, share or  otherwise make available any material that contains software viruses or  any other computer code designed to interfere with the functionality of,  or obtain any nonpublic information from, any computer software or  hardware or telecommunications equipment; or (vi) send chain letters,  junk mail, unsolicited e-mail or “spam,” commercial or non-commercial  solicitations or bulk communications of any kind including, but not  limited to, utilizing distribution lists used to convey information to  any person who has not given specific permission to be included in such a  list.  You agree that you will not access the Website using any  automated means to aggregate content from multiple pages or portions of  the Website for any commercial purpose.  You agree not to restrict or  inhibit any other user from using and enjoying the Website or any  service provided through the Website.

11.  Your Communications and Other Content You Provide.  You agree that you  will not send, post or otherwise publish through the Website, any  message, material, user name or other communication that: (i) is  unlawful, offensive, obscene, vulgar, indecent, pornographic, profane,  sexually-oriented, threatening, abusive, false or misleading,  slanderous, libelous or defamatory; (ii) impersonates any person or  entity; (iii) provides personally-identifiable information of any person  or entity such as an address or phone number; (iv) constitutes or  encourages the conduct of a criminal offense; (v) gives rise to  liability; (vi) promotes the use of controlled substances; (vii) causes  injury of any kind to any person or entity; (viii) infringes or violates  the intellectual property rights, contract rights, or any other rights  of any third party; (ix) contains harmful or malicious components or  code designed to interrupt, destroy or limit the functionality of any  computer software or hardware or telecommunications equipment; or (x)  creates a link to another Website. 

By  enrolling with NewbornCourse, you grant G3 Learning, its affiliates,  instructors, officers and employees an irrevocable, perpetual,  non-exclusive, royalty-free, transferrable and sublicenseable, worldwide  license to display, copy, distribute in and through all means and media  now known or hereafter invented, and to make, display, copy and  distribute in the same manner derivative works based on any and all  information you post to or through the Website.  By posting or uploading  content to the Website you represent and warrant that you have the  right to post the content to the Website, and to license the content to  G3 Learning as provided in this Agreement.

12.  Usage and Monitoring.  You may use the Website only as permitted by G3  Learning.  G3 Learning is not responsible for the content of any  messages, information or files transmitted to or through the Website by  anyone other than G3 Learning.  However, G3 reserves the right to delete  and take other appropriate action with respect to such messages,  information or files which G3 Learning, in its sole discretion, deems  objectionable or otherwise in violation of the terms and conditions of  this Agreement, including denying access to the Website to anyone at any  time.  By using the Website, you consent to such actions, including the  monitoring, review and auditing of all messages, information and files  transmitted to or through the Website.

13.  Medical Disclaimer. This site is not designed to and does not provide  medical advice, professional diagnosis, opinion, treatment or services  to you or to any other individual. Through this site and linkages to  other sites, Newborn Course provides general information for educational  purposes only. The information provided in this site, or through  linkages to other sites, is not a substitute for medical or professional  care, and you should not use the information in place of a visit, call  consultation or the advice of your physician or other healthcare  provider. G3 and NewbornCourse.com is not liable or responsible for any  advice, course of treatment, diagnosis or any other information,  services or product you obtain through this site.

14.  Disclaimer of Warranties.  THE G3 Learning Services (INCLUDING, WITHOUT  LIMITATION, ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION  MADE AVAILABLE OR DESCRIBED ON THE WEBSITE OR ACCESSED BY MEANS  THEREOF) ARE PROVIDED AS-IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF  ANY KIND.  G3 Learning EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND  IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY,  SECURITY, ACCURACY AND NON-INFRINGEMENT TO THE FULL EXTENT PERMITTED BY  LAW.  TO THE GREATEST EXTENT PERMITTED BY LAW, G3 MAKES NO WARRANTY OR  REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT: (i) ACCESS TO OR  OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE;  (ii) THAT THE QUALITY OF ANY SERVICES OR INFORMATION PURCHASED OR  OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS; OR  (iii) THAT ANY ERRORS IN THE Website WILL BE CORRECTED.  G3 MAKES NO  WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE RESULTS  THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR  RELIABLE.  ANY RELIANCE UPON ANY ADVICE, OPINION, STATEMENT OR OTHER  INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE WEBSITE IS AT YOUR SOLE  RISK.  NEITHER G3 NOR ITS AFFILIATES SHALL HAVE ANY LIABILITY ARISING  FROM YOUR RELIANCE UPON THE INFORMATION PROVIDED ON THE WEBSITE.  ANY  INFORMATION POSTED BY USERS OF THE WEBSITE REFLECTS THE VIEWS OF THE  INDIVIDUAL USERS OR INSTRUCTORS AND DO NOT NECESSARILY REFLECT THE VIEWS  OF G3 Learning OR ANY OF ITS AFFILIATES.  

G3  MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT  THE WEBSITE OR THE SERVERS THROUGH WHICH IT ACCESS IS PROVIDED ARE FREE  OF VIRUSES OR OTHER HARMFUL COMPONENTS.  USE OF THE WEBSITE IS AT YOUR  OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM  YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, OTHER  COMMUNICATIONS, CONTENT OR OTHER MATERIAL (INCLUDING, WITHOUT  LIMITATION, SOFTWARE) ACCESSED THROUGH OR OBTAINED BY MEANS OF THE  WEBSITE.  YOU SHOULD BE AWARE THAT TRANSMISSIONS VIA THE INTERNET,  WIRELESS CONNECTIONS OR COMPUTER NETWORKS MAY NOT BE SECURE, AND YOU  SHOULD CONSIDER THIS BEFORE SUBMITTING ANY INFORMATION TO ANYONE USING  SUCH SYSTEMS.  EXCEPT AS PROVIDED IN OUR PRIVACY POLICY,  G3 Learning MAKES NO WARRANTY OF THE CONFIDENTIALITY OR PRIVACY OF ANY  COMMUNICATION OR INFORMATION TRANSMITTED ON THE WEBSITE OR ANY WEBSITE  LINKED TO THE WEBSITE.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN  BY G3 Learning OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY  OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.  YOU ARE ENTIRELY  RESPONSIBLE FOR AND ASSUME ALL RISK FOR USE OF THE G3 Learning Services.   G3 Learning IS NOT RESPONSIBLE FOR TRANSMISSION ERRORS OR CORRUPTION  OR SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATION LINES.

15.  Limitation of Liability.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE  LAW, IN NO EVENT SHALL G3 Learning, ITS PARENTS, AFFILIATES,  SUBSIDIARIES, LICENSORS AND ASSIGNS, AND EACH OF THEIR RESPECTIVE  EMPLOYEES, OFFICERS AND DIRECTORS (COLLECTIVELY, THE “RELEASED PARTIES”)  BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL,  INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER  (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR  CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR  PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY,  INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE AND FOR  ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY  WAY RELATED TO THE USE OF, OR INABILITY TO USE, THE G3 Learning  Services, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR  OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS Agreement,  EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT  LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF G3 Learning OR  ANY SUPPLIER, AND EVEN IF G3 Learning OR ANY SUPPLIER HAS BEEN ADVISED  OF THE POSSIBILITY OF SUCH DAMAGES (“Released Matters”).  TO THE EXTENT  THAT, DESPITE THIS RELEASE, ANY LIABILITY MAY BE IMPOSED ON THE RELEASED  PARTIES, THEIR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND  REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE TOTAL FEES  PAID BY YOU TO G3 Learning IN THE THREE MONTHS PRIOR TO THE EVENT  CAUSING LIABILITY.  YOU ACKNOWLEDGE THAT YOU MAY HEREAFTER DISCOVER  CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR  DIFFERENT FROM THOSE WHICH YOU NOW KNOW OR BELIEVE TO BE TRUE.   NEVERTHELESS, YOU INTEND TO RELEASE FULLY, FINALLY AND FOREVER ALL  Released Matters.  YOU AGREE THAT THE RELEASES SET FORTH HEREIN WILL  REMAIN IN EFFECT NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH  ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELEVANT HERETO.

16.  INDEMNIFICATION.  YOU AGREE TO INDEMNIFY AND HOLD G3 Learning AND ITS  PARENT COMPANIES, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE  OFFICERS, DIRECTORS AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND,  INCLUDING ATTORNEYS’ FEES AND COSTS INCURRED IN CONNECTION WITH ANY SUCH  CLAIM OR DEMAND, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR  USE OF THE WEBSITE, YOUR VIOLATION OF THIS AGREEMENT OR ANY  REPRESENTATION OR WARRANTY BY YOU, ANY MISREPRESENTATION BY YOU, OR THE  INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OR ANY OTHER LEGALLY  PROTECTED RIGHT OF ANY PERSON OR ENTITY BY YOU OR ANY OTHER USER OF YOUR  ACCOUNT CREDENTIALS.  YOU WILL COOPERATE AS REASONABLY REQUIRED IN THE  RELEASED PARTIES’ DEFENSE OF ANY CLAIM.  THE RELEASED PARTIES RESERVE  THE RIGHT, AT THEIR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND  CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND  IN ANY EVENT YOU MAY NOT SETTLE ANY SUCH MATTER WITHOUT THE WRITTEN  CONSENT OF G3 Learning.

17.  Exclusive Remedy.  Your sole right and exclusive remedy for breach of  this Agreement by G3 Learning if you are dissatisfied for any reason  with the G3 Learning Services is to terminate this Agreement as provided  in this Agreement.

18. Term  and Termination.  The term of this Agreement shall commence upon your  enrollment in a NewbornCourse program.  You may enroll in a  NewbornCourse program through the G3 Learning Website or by contacting  G3 Learning by phone.

a. Subscriptions

Subscriptions  shall continue for the length of time established by the original  subscription, unless earlier terminated as provided in this Agreement.   After completion of the subscription term, this Agreement shall  automatically renew for the same duration as the original subscription  period unless written notice of the intent not to renew this Agreement  is tendered by either party no more than two (2) business days after  renewal of this Agreement.  Renewals automatically extend subscriptions  from the subscription end date for a full term regardless of whether the  renewal is purchased prior to the anniversary date or during any  applicable grace period following the anniversary date.  Subscription  renewals will be at the current full subscription price at the time of  renewal.  No discounts, rebates or other special offers are applicable  to automatically-renewed subscriptions.  G3 Learning may increase  subsequent subscription rates at any time to take effect on future  renewal dates provided subscriber is notified thirty (30) calendar days  prior to the subscription rate increase.  Renewal subscriptions will be  charged to the credit card submitted for payment at time of initial  subscription.  Customer must notify G3 Learning of any changes to credit  card information and G3 Learning may terminate or suspend the  subscription if G3 Learning is unable to renew the subscription based on  inaccurate or outdated credit card information.  Subscriber and renewal  fees are non-refundable, and pro-rated fees or credits will not be  issued upon cancellation of subscription by subscriber.  Subscriber may  terminate this Agreement upon G3 Learning’s failure to cure an ongoing,  material breach of this Agreement within thirty (30) days after giving  G3 Learning written notice of such material breach.  G3 Learning may at  any time, and without advance notice, modify or restrict your use of the  G3 Learning Services, or terminate this Agreement if G3 Learning  determines, in its sole discretion, that your use of the G3 Learning  Services: (i) violates G3 Learning’s terms and conditions; (ii) violates  any laws, regulations, court orders or other governmental request or  order which requires immediate action; (iii) violates any intellectual  property rights of G3 Learning or a third party; (iv) violates any  export or import regulations; (v) is disruptive or causes a malfunction  of the G3 Learning Services; (vi) may expose G3 Learning to potential  legal liability; or (vii) if you fail to timely pay any amounts required  under this Agreement.

19.  Rights and Duties Upon Termination.  Upon termination of this Agreement,  all of your rights to the G3 Learning Services terminate immediately  and you must remove any G3 Learning Services or materials from your  computer immediately.  You remain liable for the full charge(s) for all  unexpired term(s).  If this Agreement is terminated for any reason, you  agree not to re-register for, or otherwise access, the G3 Learning  Services without G3 Learning’s prior written approval.  G3 Learning may  delete any data files associated with your use of the G3 Learning  Services upon termination of this Agreement. 

20.  Use of Free Tutorials.  If you elect to use the G3 Learning Services as  a guest by using one or more of the free tutorials offered from time to  time on G3 Learning’s Website, all of the terms and conditions of this  Agreement will be applicable to such use, excluding however, any terms  related to payment therefor.

21.  Non-United States Residents.  G3 Learning operates the Website in the  United States.  G3 Learning makes no representation that the Website is  appropriate or available for use in locations other than the United  States.  If you access the Website from locations outside of the United  States you do so on your own initiative and at your own risk, and you  are solely responsible for compliance with local laws, rules, and  regulations, if and to the extent applicable.  You may not access the  Website from any country or territory where the content of the Website  or the provision of the services through the Website is illegal.  You  may not use or export any of the materials constituting or available  through the Website in violation of United States export laws and  regulations.

22. Refusal or  Discontinuance of Service.  You understand and agree that G3 Learning  may, in its sole discretion and at any time, for any reason, terminate  your password, account or use of the Website, or prohibit you from  accessing the Website, in whole or in part.  You understand and agree  that G3 Learning may take any one or more of these actions without prior  notice to you.  Should G3 Learning take any of these actions, it may,  in its sole discretion, immediately deactivate and/or delete any or all  information about and concerning your account.  Any violation of the  terms and conditions in this Agreement may result in restrictions on  your access to all or part of the Website, and may be referred to law  enforcement authorities.

23.  Choice of Law, Venue and Jurisdiction.  This Agreement is entered into  in the State of New York and shall be governed by and construed in  accordance with the laws of the State of New York, exclusive of its  choice of law rules.  Each party to this Agreement submits to the  exclusive jurisdiction and venue of the state and federal courts in the  County of New York in the State of New York, and waives any  jurisdictional, venue or inconvenient forum objections to such courts.   In any action to enforce this Agreement, the prevailing party will be  entitled to costs and attorneys’ fees.  

24.  No Waiver.  No modification or amendment to, nor waiver of, any part of  this Agreement shall be of any force or effect unless made in writing  and signed by a duly authorized officer of G3 Learning, or issued by G3  Learning as provided in Paragraph 7 above.

25.  Severability.  If any provision of this Agreement is found invalid or  unenforceable, that provision will be enforced to the maximum extent  permissible and the other provisions will remain in force.

26.  General Terms.  Your rights and obligations under this Agreement may  not be assigned or transferred without the express written permission of  G3 Learning and any assignment or transfer in violation of this  provision shall be null and void.  If any provision of this Agreement is  determined to be invalid, all other provisions will remain in force.  

Notice  or other communication between you, and G3 Learning may be given by  conventional first-class mail or an overnight delivery service, such as  FedEx or UPS that provides proof of delivery.  Notices sent by  first-class mail are effective on the fifth day after mailing.  Notices  sent by overnight delivery service are effective the next business day  after they are sent.  

Communications  made through the Website’s email, messaging or chat system shall in no  way be deemed to constitute legal notice to or service of process on G3  Learning or any of its officers, employees, agents or representatives,  including but not limited to any notice required by contract or by any  federal, state or local laws, rules or regulations.

27. Entire Agreement.  This Agreement and the G3 Learning Privacy Policy constitute the entire agreement between you and G3 Learning regarding  your access to any Course and Course materials.  The foregoing  notwithstanding, your use of third party websites and services made  available on or through the Website is subject to terms of use and  privacy policies of those third parties.

YOU  ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THE TERMS AND  CONDITIONS SET FORTH IN THIS Agreement.  IF YOU DO NOT AGREE TO THESE  TERMS AND CONDITIONS, YOU MUST PROMPTLY EXIT THIS PAGE WITHOUT ACCESSING  OR USING ANY OF THE G3 Learning Services.