Charleston School of Protocol Banner
"Teaching business etiquette as the subtle, redefining confidence which enables people to excel and succeed in today's corporate culture."~ Cindy Grosso, Founder

Free Newsletter - Your Manners Matter Minute


As Seen On The Dr. Phil Show!
Watch Dr. Phill



Sign up for Free Information and Gifts!

Learn More

What is your EtiQ?

What is your EtiQ?

News

Best birthday behavior: Etiquette tips for party hosts  Read More >>

The 8 Best Etiquette Rules We Learned From Grandma  Read More >>

A Life Well Lived - Having Style  Read More >>

LICENSE AGREEMENT FOR CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC�S LEARNING MANAGEMENT SYSTEM

NOTICE TO USERS: BY ODERING CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC.�S LEARNING MANAGEMENT SYSTEM (�THE LMS�), BY USING THE LMS, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW. THIS AGREEMENT MUST BE AGREEED TO BEFORE YOU ARE ABLE TO ORDER THE PROGRAM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ORDER THE PROGRAM. IF YOU HAVE PAID FOR USE OF THE LMS, AND HAVE NOT USED THE ONE TIME LOGIN, THE AMOUNT PAID WILL BE REFUNDED TO YOU BY CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC, IF REQUESTED WITHIN TEN (10) DAYS OF THE DATE PAYMENT WAS MADE. THIS PROGRAM IS USED VIA AN ONLINE LIVE FEED DIRECTLY TO THE HOST SITE. DOWNLOADING OF THIS PROGRAM IS PROHIBITED.
THIS PROGRAM IS COPYRIGHTED.

1. Ownership of Learning Management System. CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC is the owner of all rights, title and interest in and to the LMS, including the software that runs the LMS (�the LMS Software�), and all screen displays, databases (excluding Licensee proprietary employee information), files, data, printouts, content, related documentation, and all other components comprising the LMS, including all copyright, trade secret, patent, trademark, trade dress and moral rights and all other intellectual property and other rights thereto in the United States and throughout the world.

2. Nonexclusive License Grant CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC hereby grants to the person to whom the pass code is assigned, and for whom the applicable license fee has been paid (�Licensee�) a non-exclusive, non-transferable, non-assignable, non-sub licensable license to use the LMS, and any modifications thereto and/or works derivative thereof referred to in Section 3 below, solely for Licensee's personal use only and not for the benefit of any other person or entity. Such license shall be subject to the terms and conditions contained in this Agreement and shall continue only for so long as Licensee is in compliance therewith. Unless CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC otherwise consents in writing, Licensee shall not disclose any of the part of the program to any other person or entity, and shall not provide any pass codes for the program or documentation or any other component of the LMS, including, but not limited to, any modifications thereto and/or works derivative thereof, to any other person or entity.

3. Modifications of the LMS Software. The software and program are on a server maintained by or for CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC. Licensee shall not download or otherwise copy the software, screen displays, databases, files, data, printouts, content, related documentation, and all other components comprising the LMS. The Licensee shall not modify and/or create works derivative of the LMS program, including but not limited to the screen displays, data, printouts, content, and/or related documentation that may be delivered to Licensee.

4. Limited Warranty. CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC hereby warrants that for the period permitted here by licensed use, from the date of Licensee�s receipt, if the LMS Software fails to perform substantially in accordance with the documentation, CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC will repair or replace the LMS Software or refund the license fee paid by Licensee, in CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC�s sole discretion.

5. WARRANTY DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTY PROVIDED FOR IN SECTION 4 ABOVE, CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC HAS NO OBLIGATIONS TO LICENSEE WITH RESPECT TO THE LMS OR THE LMS SOFTWARE. THE LMS AND THE LMS SOFTWARE ARE PROVIDED TO LICENSEE �AS IS� AND �WITH ALL FAULTS�. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, RESULT, OUTCOME, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NONINFRINGEMENT. CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC DOES NOT WARRANT THAT THE LMS SOFTWARE WILL OPERATE ERROR-FREE, THAT THE LMS SOFTWARE WILL OPERATE IN AN UNINTERRUPTED FASHION OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED. CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC HAS NO OBLIGATION TO PROVIDE LICENSEE WITH ANY MAINTENANCE SERVICES WITH RESPECT TO THE LMS SOFTWARE OR THE LMS OR ANY REVISIONS, UPDATES OR CORRECTIONS. LICENSEE EXPRESSLY WAIVES ITS RIGHT TO ASSERT ANY CLAIM AGAINST CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC OTHER THAN AS PERMITTED BY SECTION 4.

6. LIMITATION OF LIABILITY. IN NO EVENT WILL CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE LMS OR THE LMS SOFTWARE (OR ANY COMPONENT THEREOF), OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE�S, INC SOLE OBLIGATION TO LICENSEE PURSUANT TO THIS AGREEMENT IS SET FORTH IN SECTION 4 ABOVE. IN NO EVENT SHALL CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC�S LIABILITY TO LICENSEE EXCEED THE LICENSE FEE PAID BY LICENSEE TO CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC FOR THE LICENSE SET FORTH IN THIS AGREEMENT. LICENSEE ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS AND EXCLUSIONS SET FORTH HEREIN REPRESENT THE PARTIES� AGREEMENT AS TO ALLOCATION OF RISK BETWEEN THEM. THE LICENSE FEE PAYABLE TO CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC HEREUNDER REFLECTS, AND IS SET IN RELIANCE UPON, THE ALLOCATION OF RISK SET FORTH HEREIN AND THE DISCLAIMERS AND LIMITATIONS SET FORTH HEREIN.

7. Licensee�s Indemnification Duty. Licensee agrees to indemnify and hold harmless CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC for, from and against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys� fees, incurred by CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC as a result of any claim arising from any act or omission on the part of Licensee and/or any person or entity acting on behalf of Licensee, including, but not limited to, the use of the LMS, the LMS Software and/or any modification or work derivative thereof.

8. Termination. CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC may terminate the license granted pursuant to this Agreement by giving Licensee written notice of Licensee�s breach of any of the terms and conditions of this Agreement. Upon such termination, Licensee agrees to certify in writing that all known uses have been stopped. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this Software License Agreement.

9. General Provisions.

a. Entire Agreement: Each party to this Agreement acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. This Agreement constitutes the complete and exclusive statement of the terms and conditions between the parties, which supercedes and merges all prior proposals, understandings and all other agreements, oral and/or written, between the parties related to the subject matter hereof. The parties expressly acknowledge that they do not intend for any other person or entity to be a third party beneficiary of this Agreement.

b. No Oral Modification of this Agreement: This Agreement may not be modified, amended or altered in any manner except by a written agreement to modify, amend or alter duly executed by the parties hereto.

c. No Assignment By Licensee: Licensee shall not assign any of its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise. Any attempt to do so will result in the automatic termination of this Agreement, and such attempt shall be of no force and effect. If such an attempt is made, it shall constitute a material breach of this Agreement.

d. No Waiver: The waiver or failure of either party to exercise any right in any respect provided for herein shall not be deemed to be a waiver of any further right hereunder.

e. Remedies, Governing Law and Personal Jurisdiction: This Agreement shall be governed by, and construed in accordance with, the laws of the State of South Carolina (without giving effect to its conflict of laws principles). Licensee hereby agrees that any claims arising out of this Agreement shall be brought in a state or federal court sitting in the State of South Carolina, and that such court shall have exclusive jurisdiction for such purpose. In the event of Licensee�s breach of this Agreement, CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC shall be entitled to assert all of its rights and remedies in law or equity, including, but not limited to injunctive relief. Licensee shall be liable for all of CHARLESTON SCHOOL OF PROTOCOL AND ETIQUETTE, INC�s costs of enforcing this Agreement, including reasonable attorneys� fees. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any law or regulation which provides that language of a contract shall be construed against the drafter shall not apply to this Agreement. Licensee shall not use the LMS and the LMS Software in violation of any statute, regulation, ordinance, order or any other governmental restrictions.

f. Severability: The invalidity or unenforceability of any term or terms of this Agreement shall not invalidate, make unenforceable or otherwise affect any other term of this Agreement. All other terms of this Agreement shall remain in full force and effect.

g. Survivability: All provisions of this Agreement relating to disclaimers, limitations of liability, indemnification, payment obligations, breach and the general provisions shall survive the termination of this Agreement.

h. Successors and Assigns: This Agreement shall apply to, inure to the benefit of, and be binding upon the parties hereto and upon their permitted successors and assigns.


Footer Image