Classroom for Utility

PLEASE READ THIS SAMSON CLASSROOM END USER AGREEMENT CAREFULLY BEFORE USING THE SAMSON CLASSROOM.  DO NOT ACCESS THE SAMSON CLASSROOM UNTIL YOU HAVE READ THIS AGREEMENT.  BY ACCESSING OR USING THE SAMSON CLASSROOM, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THEM.

BY EITHER (1) CLICKING ON THE “I ACCEPT” BUTTON OR (2) OTHERWISE USING ANY PART OF THE SAMSON CLASSROOM, YOU CONSENT TO BECOME A PARTY TO THIS AGREEMENT AND TO BE BOUND BY ITS TERMS AND CONDITIONS, INCLUDING THOSE BELOW WHICH BIND ANY PERSON OR LEGAL ENTITY FOR WHOM YOU ARE PERFORMING WORK WHILE USING THE SAMSON CLASSROOM, INCLUDING YOUR EMPLOYER.  IF YOU DO NOT WANT TO BECOME A PARTY TO THIS AGREEMENT OR DO NOT AGREE WITH OR CANNOT COMPLY WITH ALL OF ITS TERMS (INCLUDING BINDING YOUR EMPLOYER AND ANY OTHER PERSON OR LEGAL ENTITY FOR WHOM YOU ARE PERFORMING WORK WHILE USING THE PLATFORM), DO NOT CLICK ON THE “I ACCEPT” BUTTON AND DO NOT USE ANY PART OF THE SAMSON CLASSROOM.

This Samson Classroom End User Agreement (the “Agreement”) is between Samson and You for the use of the Samson Classroom. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND YOUR EMPLOYER AND ANY PERSON OR LEGAL ENTITY FOR WHOM YOU ARE PERFORMING WORK WHILE USING THE SAMSON CLASSROOM.  IF YOU DO NOT OR CANNOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SAMSON CLASSROOM. You hereby represent and warrant that You are authorized to bind your employer and any person or legal entity for whom you are performing work while using the Samson Classroom and that You hereby agree that you, your employer and such other persons and entities are hereby bound to the terms of this Agreement.   Your continued authorized access to and use of the Samson Classroom is contingent on the continuing accuracy of your representations and warranties set forth in this Agreement and Licensee’s compliance with the terms of this Agreement.

The following capitalized terms, when used in this Agreement, have the meanings ascribed to them below:

“Samson” or “Licensor”........... Samson Rope Technologies, Inc.

“You”....................................... you (i.e., the natural person clicking the “I accept” button or otherwise using any part of the Samson Classroom).

“Licensee”............................... You and Company (collectively, even if the referencing pronoun is singular).

“Company”.............................. Your employer and any person or legal entity for whom you are performing work while using the Samson Classroom (collectively, even if the referencing pronoun is singular).

“Samson Classroom”............... The mobile application to which You will have access if You click “I ACCEPT”.

“Licensed Content”................. the computer software, data, databases and documentation contained in, accessible through or related to the Samson Classroom and any Updates.

“Updates”................................ any upgrades, updates, bug fixes, or modified versions to the Licensed Content.

“Term”..................................... has the meaning set forth in Section 8.

1. Grant and Scope of License.

Subject to Licensee’s compliance with the terms and conditions of this Agreement, Licensor hereby grants to You a personal, non-exclusive, non-transferable, non-sublicensable right and license to access and use the Samson Classroom for training, competency management, maintenance data collection and other online information for Company’s internal business purposes during the Term (as defined below).  Licensee shall have no right to access the source code or object code of the Samson Classroom or to use the Samson Classroom in any manner, except as specified in this Agreement.  The licenses described in this Section 1 shall automatically terminate upon the expiration of the Term or sooner as otherwise set forth herein. 

1. Restrictions on Use.
   1. General. The Samson Classroom is licensed, not sold, to Licensee for use only as permitted by the terms and conditions of this Agreement. Samson reserves any rights not expressly granted to Licensee.  All rights in and to the Samson Classroom (including the Licensed Content) not specifically granted in this Agreement are reserved by and shall remain the property of Samson.
   2. Restrictions.  Licensee shall not (and Licensee shall not permit anyone else to) directly or indirectly: (i) copy, modify, or distribute any aspect of the Samson Classroom or any portion thereof; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the software associated with the Samson Classroom or any portion thereof (except where the foregoing restriction is prohibited by applicable local law, and then only to the extent so prohibited); (iii) rent or lease the Samson Classroom to a third party, or otherwise use or allow the use of the Samson Classroom or any portion thereof for any commercial purpose or on behalf of any third party; (iv) remove or obscure any proprietary notices on the Samson Classroom; (v) post or otherwise make available the Samson Classroom or any portion thereof in any form on the Internet or other publicly-available forum; (vi) distribute copies of the Licensed Content to others (electronically or otherwise); or (vii) use the Samson Classroom in a manner that conflicts with Samson’s policies or Terms of Use.  Licensee shall use the Licensed Content in compliance with all applicable laws, including without limitation copyright laws.
2. Licensee-Provided Content.

By using the Samson Classroom, Licensee agrees that Samson may use any content that is generated or otherwise provided through Licensee’s use of the Samson Classroom (“Licensee-Provided Content”) as necessary to deliver the features described in the documentation and software, as well as for any other purposes of Samson (provided that any Customer-Provided Content used by Samson for others is anonymized so that no individual, entity, product, or service is identifiable therefrom (“Aggregated Data”)).  Additionally, Licensee represents and warrants that it has obtained, and will maintain throughout the Term, all required consents, rights and licenses necessary for use and sharing of such Licensee-Provided Content with Samson, including as necessary to permit: (i) Licensee’s access, use and disclosure of any Licensee-Provided Content to Samson in connection with Licensee’s use of the Samson Classroom; (ii) integration of such Licensee-Provided Content in the Samson Classroom and Aggregated Data; and (iii) Samson to provide the Samson Classroom and any related services to Licensee. Furthermore, by submitting Licensee-Provided Content, Licensee grants to Samson an irrevocable, sublicensable, non-transferable, non-exclusive, perpetual, limited license to reproduce, use, adapt, modify, translate and distribute the Licensee-Provided Content in connection with Samson’s provision of the Samson Classroom and, if applicable, related services to Licensee and others and to distribute the Aggregated Data.  Samson hereby disclaims and Licensee hereby releases Samson from any and all liability that may arise from use of the Samson Classroom and/or any Licensee-Provided Content provided therein.

1. Ownership and Proprietary Rights.

Samson shall own and retain all right, title, and interest in and to the Samson Classroom (including but not limited to the Licensed Content), all copies or portions thereof, and any derivative works thereof (by whomever created) and all underlying intellectual property rights thereto, which at all times shall be the sole and exclusive property of Samson, or its licensors, as applicable.  Except as expressly set forth in this Agreement, Licensee acquires no rights in or to the Samson Classroom.

The Licensed Content is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Samson Classroom and its features and functions, when used alone or in combination with a computing device or other systems, may be protected by one or more of U.S. and/or foreign patents. A listing of any such patents may be included in the “About” box or menu associated with the Samson Classroom or on the Samson website and Samson reserves the right to update such listing from time to time; provided, however, Licensee should not consider any such listing to be a complete or exhaustive list of all patents that may cover the Samson Classroom and Licensee should not consider the absence of any such listing to be an indication that no patents cover the Samson Classroom.  Licensee will not remove or alter Samson’s or its licensor’s trademarks, copyright or other proprietary notices provided with the Samson Classroom.

1. Third-Party Components.

Any third-party component embedded, included or provided by Samson for use with the Samson Classroom may only be used in conjunction therewith, and such use is subject to this Agreement and the provided documentation.  However, to the extent the Samson Classroom includes components governed by open source licenses with provisions inconsistent with this Agreement, those components are instead governed solely by the applicable open source licenses.

1. Confidentiality.

Licensee shall retain the Samson Confidential Information in the strictest confidence and shall not disclose Samson Confidential Information to any third party without Samson’s prior express written consent.  Licensee shall not use any Samson Confidential Information for any purpose other than the authorized uses set forth in this Agreement, and shall limit access to the Samson Confidential Information to those of Licensee’s employees, agents and authorized representatives whose work responsibilities require such access.  Licensee agrees to take all reasonable precautions to preclude access of unauthorized persons to Samson Confidential Information. “Samson Confidential Information” means (i) Licensed Content and (ii) information disclosed by Samson under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances.

1. Disclaimers of Licensee’s Use.

Licensee’s use of the Samson Classroom is subject to the following:

1. Third-Party Products, Data and Content.  The Samson Classroom may work in conjunction with (or rely upon) third-party products, data or content that is not owned or controlled by Samson (“Third-Party Content”). By agreeing to be bound by the terms and conditions of this Agreement, Licensee acknowledges and accepts all risks, known and unknown, associated with its use of the Samson Classroom and the Third-Party Content, and accepts all terms and conditions for use thereof.  Conflicts may develop between the Samson Classroom and such Third-Party Content that may inhibit the Samson Classroom’s performance, accuracy, functionality or operation.  Samson hereby disclaims and Licensee hereby releases Samson from any and all liability that may arise from the use of the Samson Classroom and the use of such Third-Party Content. 
2.  Dangerous Conditions and Dangerous Environments.  In connection with use of the Samson Classroom, Licensee may engage in various activities which could lead to the injury or death of Licensee or other third parties or property damage.  Licensee agrees that any such activities are separate from and independent of its use of the Samson Classroom.  All decisions made by Licensee during such activities, especially those involving dangerous conditions and/or dangerous environments, are solely those of Licensee and unrelated to Licensee’s use of the Samson Classroom.  All decisions made by Licensee during such activities are subject to Licensee’s professional judgment and are the sole responsibility of Licensee and not Samson. By agreeing to by bound by the terms and conditions of this Agreement, Licensee acknowledges and accepts all risk associated with such use.  Samson disclaims any and all liability related to such activities, including activities which may be influenced by Licensee’s use of the Samson Classroom.

1. Term and Termination.

The term of this Agreement commences when You download the Samson Classroom and will continue in effect until terminated by Licensee or by Samson.  Samson shall have the right to terminate the Agreement and the license granted herein immediately if Licensee fails to comply with any material terms or conditions of this Agreement.  Termination will not limit any of Samson’s rights or remedies at law or in equity.  The license granted to Licensee herein will terminate automatically upon any breach of Section 1, 2, or 6 of this Agreement.  Samson will also have the right to terminate the license granted herein immediately upon its sole discretion.  Upon termination of this Agreement for any reason, Licensee shall immediately stop using the Samson Classroom and shall remove and destroy the Licensed Content, and all Licensed Content downloaded therefrom, from all computers, mobile devices and telephones, hard drives, networks, and other storage media used by Licensee.  Sections 3, 4, 6, 7, 9, 10 and 13 shall survive any termination of this Agreement.

1. Limited Warranty and Disclaimer.
   1. The Licensed Content is provided “AS IS.”  In the event of a failure of the Licensed Content to perform (a “Software Defect”), Samson in its sole discretion shall replace or repair such Licensed Content to remedy such failure or shall terminate the provision of such Licensed Content or the Samson Classroom.  Licensee shall have no other remedies whatsoever.
   2. THE SAMSON CLASSROOM, INCLUDING LICENSED CONTENT AND ANY RELATED SERVICES ARE PROVIDED “AS IS” AND SAMSON MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE SAMSON CLASSROOM, LICENSED CONTENT OR ANY SERVICES PROVIDED BY SAMSON HEREUNDER.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, SAMSON EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY DUTIES OR CONDITIONS OF SATISFACTORY QUALITY, REASONABLE CARE AND SKILL, QUIET ENJOYMENT, QUIET POSSESSION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.  FURTHER, SAMSON DOES NOT WARRANT RESULTS OF USE OR THAT THE SAMSON CLASSROOM IS BUG OR ERROR FREE OR THAT USE OF THE SAMSON CLASSROOM WILL BE UNINTERRUPTED.  THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
2. No Consequential Damages; Limitations of Liability.
   1. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES SHALL SAMSON BE LIABLE TO LICENSEE OR ANY OTHER PERSON: (1) FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE, OR MALFUNCTION, DISCLOSURE OF LICENSEE-PROVIDED CONTENT, OR DAMAGES RESULTING FROM LICENSEE’S USE OF THE SAMSON CLASSROOM; OR (2) FOR ANY MATTER BEYOND SAMSON’S REASONABLE CONTROL.
   2.  IN NO EVENT SHALL SAMSON HAVE ANY LIABILITY TO LICENSEE FOR ANY DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT (“DAMAGES”), INCLUDING BUT NOT LIMITED TO ANY LIABILITY ARISING OUT OF OR RELATING TO LICENSEES’ USE OF OR INABILITY TO USE THE SAMSON CLASSROOM OR THE CONTENT AND SERVICES. THE FOREGOING LIMITATION OF LIABILITY APPLIES TO ALL CAUSES OF ACTIONS, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, NEGLIGENCE, OTHER TORTS, STATUTORY PROVISION, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR SAMSON WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT SUCH EXCLUSION OF LIABILITY IS NOT ENFORCED, SAMSON’S MAXIMUM LIABILITY TO LICENSEE SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100.00) IN THE AGGREGATE, EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE SAMSON’S LIABILITY SHALL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW. LIABILITY FOR DAMAGES SHALL BE LIMITED AND EXCLUDED, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
3. U.S. Government Restricted Rights. 

If acquired by any agency of the United States Government, the Licensed Content is provided with restricted rights and use, duplication or disclosure is subject to restrictions as set forth in subparagraph (b)(3) of the Rights in Computer Software or Computer Documentation-Restricted Rights clause at 48 C.F.R. § 252.227-7014 or in subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 C.F.R. § 52.227-19, as applicable.  Samson is located at 2090 Thornton Street, Ferndale, Washington, United States of America 98248.

1. Export.

Licensee shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and Licensee shall not export, or allow the export or re-export of the Samson Classroom in violation of any such restrictions, laws or regulations.  By using the Samson Classroom, Licensee agrees to the foregoing and represents and warrants that Licensee is not located in, under the control of, or a national or resident of any restricted country.

1. General.

This Agreement represents the complete agreement concerning the license between Samson and You / Licensee and supersedes all prior agreements and representations between us.  This Agreement may be amended only by a writing executed by both parties.  If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary to make it legal and enforceable and this Agreement shall otherwise remain in full force and effect and enforceable.  The failure of Samson to act with respect to a breach of this Agreement by You / Licensee does not constitute a waiver and shall not limit Samson’s rights with respect to such breach or any subsequent breaches. This Agreement is personal to You / Licensee and may not be assigned or transferred for any reason whatsoever without Samson’s prior written consent and any action or conduct in violation of the foregoing shall be void and without effect.  Samson expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. This Agreement shall be governed by and construed under Washington law (without regard to its conflicts of laws provisions) as such law applies to agreements between residents of any state in which this Agreement is entered into and performed.  The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State and Federal courts in the State of Washington and You / Licensee hereby agree to service of process in accordance with the rules of such courts.

If you have any questions about this Agreement, please contact Samson’s Chief Financial Officer, Jeremy Jordan, at jjordan@samsonrope.com.