WLP ScorecardASTD

WLP Scorecard Terms and Conditions

AMERICAN SOCIETY FOR TRAINING AND DEVELOPMENT
WORKPLACE LEARNING AND PERFORMANCE SCORECARD
END USER LICENSE AGREEMENT

IMPORTANT – READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between you (a single entity) and the American Society for Training and Development (“ASTD”) for access to ASTD’s Workplace Learning and Performance Scorecard (“WLP”).

YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY ACCESSING THE WLP THROUGH THIS WEBSITE. IF YOU DO NOT AGREE, DO NOT USE THE WEBSITE.

PLEASE READ THE TERMS AND CONDITIONS OF THIS ASTD LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY. BY CLICKING THE “ACCEPT” BUTTON BELOW, YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS OF THE DATE YOU CLICK THE “ACCEPT” BUTTON (THE “EFFECTIVE DATE”).

IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, SELECT THE “DECLINE” BUTTON AT THE END OF THIS AGREEMENT. IF YOU SELECT THE “DECLINE” BUTTON, YOU WILL NOT BE ABLE TO ACCESS THE WLP THROUGH THIS WEBSITE OR ANY OF THE DATA, INFORMATION OR REPORTS AVAILABLE THROUGH THE ASTD WEBSITE.

This Agreement is made by and between ASTD and the entity accepting the terms and conditions as of the Effective Date.

A. GRANT.

Subject to and conditioned upon your compliance with the restrictions and obligations of this Agreement, including but not limited to Section B, ASTD grants you a non-exclusive and nontransferable license to access and use the WLP through the ASTD website, and WLP documentation made available for downloading by ASTD (collectively, “the WLP System”) for your internal and non-commercial use only.

B. RESTRICTIONS.

            1. The WLP System made available under this Agreement is licensed, not sold, to you by ASTD. ASTD reserves all rights not expressly granted hereunder.

            2. You may not copy the WLP System, or modify or distribute all or any portion of the WLP System.

            3. You may not rent, lease, lend or encumber the WLP System, or use the WLP System in any manner to provide time-share, service bureau services, or consulting services.

            4. You may not use the WLP System for any commercial purposes or for any consulting to third-parties.

            5. You may not decompile, disassemble, or reverse-engineer the WLP System except to the extent otherwise permitted by law.

            6. You may not publish or provide the results of any benchmark tests run on, or any reports generated by, the WLP System to any third party, with the exception of third parties at your subscription level as described in section B.7 below, without the prior written consent of ASTD.

            7. The WLP System is confidential ASTD information. You will receive a unique access code that allows you access to the WLP System. This access code is confidential and is not to be shared with anyone, or any other entity, other than ASTD.  There is only one access code per organization with one person designated as the primary contact.  You are prohibited from exchanging, providing or sharing any data, information or reports concerning, or generated by, the WLP System (“protected information”) with any third party.  You may, however, exchange or share such protected information with other entities or organizations that have same WLP system use level as you.  There are three levels of use entities may have for access to the WLP System: (1) free, (2) subscription, and (3) benchmarking forum.  Thus, a free level user may exchange/share protection information with another free level user, a subscription level user may exchange and share protected information with another subscription level user, and a benchmarking forum level user may exchange and share protected information with another benchmarking forum level user.  Any exchange, sharing or provision of protected information to a user outside of your use level or to any other third party that is not a registered user of ASTD’s WLP system is prohibited.

            8. The WLP System may contain programs that perform automated collection of system data, collection of data input by end users on an aggregate basis, and/or automated software updating services. ASTD exclusively and solely owns all rights, title and interest in any such collected system and/or aggregate end user data.  You agree to assign and transfer ownership of any data that you input into the WLP System to ASTD.  System data and aggregate end user data collected through such programs may be used by ASTD, its subcontractors, and its service delivery partners for the purpose of providing you with better research, remote system services and/or improving ASTD’s software and systems.

            9. No right, title or interest in or to any patent, copyright, trademark, service mark, logo or trade name of ASTD or its licensors is granted under this Agreement.  ASTD owns all copyrights and trademarks in and to the WLP System.

            10. You represent that you will immediately provide ASTD with the name, address, and contact information for the person at your entity or organization that is responsible for your entity’s or organization’s access to and use of the WLP System, and that this person is the designated primary point of contact for any issues that arise under this Agreement.  You agree that if the designated primary point of contact changes or your entity/organization moves or changes addresses you will immediately inform ASTD of such changes in writing.

C. DISCLAIMER OF WARRANTY.   THE WLP SYSTEM IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND.   TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE EXTENT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

D. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ASTD OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE WLP SYSTEM, EVEN IF ASTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE.  IN NO EVENT WILL ASTD’S LIABILITY TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT, IF ANY, PAID BY YOU FOR ACCESS TO THE WLP SYSTEM UNDER THIS AGREEMENT.  THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE.

E. EXPORT REGULATIONS. All software, information, documents, reports, technical data, and any other information made available or delivered to you under this Agreement are subject to US export control laws and may be subject to export or import regulations in other countries.  You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required after obtained by or delivered to you.

F. U.S. GOVERNMENT RESTRICTED RIGHTS. If the WLP System is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government’s rights in the WLP System will be only as set forth in this Agreement; this is in accordance with 48 C.F.R. 227.7202-4 or successor regulation (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 or successor regulation (for non-DOD acquisitions).

G. RECORDS AND AUDIT.  During the term of this Agreement and for a period of three (3) years thereafter, you agree to keep proper records and documentation of your compliance with this Agreement. Upon five (5) business days’ notice, you shall permit an independent accounting or computer forensics firm selected by ASTD to examine and inspect, at your facility and during normal business hours, such records and documentation for the purpose of determining your compliance with the terms and conditions of this Agreement, at ASTD’s expense.  ASTD may exercise its audit right pursuant to this section once per calendar year; provided, however that if ASTD discovers a material default of your obligations pursuant to this Agreement during an audit, then ASTD may exercise its audit right every three (3) months, at your expense, until such time as the default is corrected.  The remedies provided in this section in the event of ASTD’s discovery of any breach by you of this Agreement are in addition to all other rights and remedies ASTD may have with respect to such breach under this Agreement, at law or in equity.

H. TERMS AND CONDITIONS.  You confirm and represent that you have read and understand the terms and conditions located at the bottom of each ASTD webpage (“Terms and Conditions”) and that you agree to the Terms and Conditions.

I. AUTHORITY.  If you are accepting this Agreement on behalf of a company or other entity, you represent that you are authorized to bind the company or entity to this Agreement.  You further represent that you are of majority age and otherwise competent to enter into contracts.

J. GOVERNING LAW.  Any action related to this Agreement will be governed by Virginia law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply. 

K. JURISDICTION; VENUE.  The parties hereby exclusively and irrevocably submit to, and waive any objection against, the personal jurisdiction of the United States District Court for the Eastern District of Virginia, and the state courts of the Commonwealth of Virginia, located in the city of Alexandria, Virginia or within Fairfax County, Virginia.

L. SEVERABILITY.  If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.

M. TERMINATION.  This Agreement is effective until terminated. You may terminate this Agreement at any time by (1) destroying, and certifying destruction of, any reports generated by the WLP System, (2) relinquishing your entity’s access code to the WLP System, and (3) informing ASTD in writing of your termination of this agreement. This Agreement will terminate immediately without notice from ASTD if you fail to comply with any provision of this Agreement. ASTD may also terminate this Agreement at any time with written notice to you.  Upon termination, you must destroy, and certify destruction of, all copies of reports generated by the WLP System and immediately relinquish use of your access code.

N. NO AGENCY.  This Agreement does not create any partnership, franchise, joint venture, agency, or fiduciary relationship.  Neither party may bind the other party or act in a manner which expresses or implies a relationship other than that of independent contractor.

O. INTEGRATION. This Agreement is the entire agreement between you and ASTD relating to its subject matter. It supersedes all prior and contemporaneous oral and written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.  You may not assign this Agreement to any third party without ASTD’s prior written consent.

P. INDEMNITY.  You agree to indemnify, defend, and hold harmless ASTD, its directors, officers, employees, and agents, and defend any action brought against the same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorney fees, to the extent that such action is based upon a claim that, (i) if true, would constitute a breach of any of your representations, warranties, or agreements hereunder; (ii) arises out of your negligence or willful misconduct.

PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY. BY CLICKING THE “ACCEPT” BUTTON BELOW, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT AS OF THE DATE YOU CLICK THE “ACCEPT” BUTTON.IF YOU DO NOT AGREE TO ALL OF THESE TERMS, SELECT THE “DECLINE” BUTTON AT THE END OF THIS LICENSE AGREEMENT. IF YOU SELECT THE “DECLINE” BUTTON, YOU WILL NOT BE ABLE TO ACCESS THE ASTD WEBSITE, OR ANY OF THE SOFTWARE AND INFORMATION AVAILABLE THROUGH THE ASTD WEBSITE.





© 2006-2013, American Society for Training & Development. All rights reserved.
Use of the WLP Scorecard constitutes acceptance of the WLP Scorecard Terms and Conditions.