FTI  USER AGREEMENT

            WELCOME to the FTI   Learning Management System (LMS) Website (hereinafter referred to as the “Site”).   By accessing and using this Site you are agreeing to comply with and be bound by the following terms of use.  Please review the following terms carefully.  If you do not agree to these terms, you should not access, review or utilize information and materials from this site. 

1.  Definitions

The following terms shall have the meanings set forth below, unless otherwise indicated:

            (a) “Licensed Use(s)” - means the Subscriber or the individuals designated by the Subscriber, to whom the Services are licensed as set forth in the Subscription Agreement   Each Licensed User must agree to be bound by the terms of this Agreement.

            (b) “Services” means the proprietary video, audio, or written education materials, testing or evaluation documents or related material(s) or product(s) made available by the FTI to the Licensed Users in accordance with password permissions for use on this Site, in whatever form. 

2.  License Grant

Upon FTI’s acceptance of each Subscription Application by providing the Subscriber and each Licensed User with login and password credentials for the Site, the FTI grants to Subscriber and each Licensed User a non-exclusive, non-transferrable, personal license to use the Services and the Site solely under the terms of this Agreement. 

3.  Acceptance of Agreement

You as a Licensed User, agree to the terms and conditions outlined in this User Agreement with respect to this Site.  This Agreement constitutes the entire and only Agreement between the FTI and you and supercedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, and materials provided by or through the Site and the subject matter of this Agreement.   This Agreement may be amended at any time by the FTI without specific notice to you.  The latest Agreement will be posted on the Site, and you should review this Agreement prior to using the Site. 

4.  Copyright

The Services, content, organization, graphics, design, audio, animation, video, compilation, magnetic translation, digital conversion and other matters related to the Site shall remain the exclusive property of the FTI or, where applicable, third party providers and licensors and are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of this Site, except as permitted below, is strictly prohibited.  You do not acquire ownership rights to any Services, content, document, or other materials viewed through the Site.  The posting of information or materials on the Site does not constitute a waiver of any right in such Services, information and materials.  

5.   Limited Right to Use

A viewing, printing or downloading of any content, graphics, forms, materials or documents from the Site grants you only a limited, non-exclusive license for use solely by you for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use.  No part of any content, form, materials or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use.

6.         Editing, Deleting and Modification

The FTI reserves the right in its sole discretion to edit or delete any documents, information or other content appearing on the Site.

7.         Non-Transferrable

Your right to use the Site is not transferable.  Any password or right to access the Site or obtain information or documents is not transferable.

8.         Disclaimer and Limits of Liability

You expressly agree that the use of the Service provided on this Site is at your sole risk.  The Service, all content, material, information, postings found on the Site are provided on an “as is” basis without warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.

Not withstanding anything in this Agreement to the contrary, under no circumstances, including but not limited to negligence, shall the FTI, its Trustees, related entities, employees, agents, distributors, third party content providers, licensees, licensors, or any of their respective directors, officers, employees, or agents be liable for any direct, indirect, incidental, special or consequential  damages losses or expenses arising out of or relating to the use of, the misuse, or the inability to use any content, information, material, postings, modules, features, links or other elements of the Service and this Site or any failure of performance, error, omission, interruption, inconvenience, unauthorized access, defect, incorrect sequencing, delay in transmission, virus, configuration, or compatibility problem or line or system failure. 

9.         Indemnification

You agree to indemnify, defend and hold the FTI, its Trustees, related entities, employees, agents, distributors, third party content providers, licensees, licensors, or any of their respective directors, officers, employees, or agents, harmless from any liability, loss, claim and expense, including reasonable attorney’s fees related to your violation of this Agreement or use of this Site.

10.       Termination

The FTI shall have the right to immediately terminate your use of the Service and this Site in the event of any conduct by you which the FTI, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of this Agreement or violation of applicable law.

11.       Law Governing Performance and Disputes

This Agreement, your performance under it, and any disputes arising under it shall be governed by the Laws of the State of Maryland and you expressly consent to the exclusive forum, jurisdiction and venue in the Courts of the State of Maryland in any and all actions, disputes or controversies relating to this Agreement.  

12.       General Terms

This Agreement shall constitute the entire Agreement of the parties with respect to the subject matter hereof.  No waiver by either the FTI or you of any breach or default under this Agreement shall be deemed a waiver of any preceding or subsequent breach of default.