License Agreement

You need to read and agree to the following license agreement in order to use E-Services.

PLEASE READ THE FOLLOWING LICENSE AGREEMENT. PRESS THE PAGE DOWN KEY TO SEE THE REST OF THE AGREEMENT.

HOLDEN E-SERVICES LICENSE AGREEMENT

This is a legal agreement (“Agreement”) between you (hereinafter “you” or “your”) and Holden, LLC d/b/a Holden International (“Holden”). BY USING THE efox SOFTWARE AND/OR BY CLICKING ON THE “ACCEPT” BUTTON ASSOCIATED WITH THIS AGREEMENT, YOU ARE CONSENTING TO BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON AND DO NOT USE THE efox SOFTWARE.

Definitions. As used herein: “E-Services” means Holden’s online training courses and sales support tools, including the associated electronic and hardcopy courseware, assessments, training materials, binders, videos, simulations, usage reports, documentation, product and product usage information, features, functions and software, that allow you to view and use the content and services that are available online via Holden’s Site, including any updates, enhancements, new features and/or new web properties thereto that may be implemented or provided by Holden from time to time; “Documentation” means the electronic and hardcopy courseware, assessments, training materials, binders, videos, simulations, usage reports, documentation, product and product usage information, and/or other documentation, whether in hard copy, electronic media or other format, that is generally made available by Holden to you related to the E-Services; “Site” means Holden’s website(s) that provide E-Services to you; and the E-Services are “Used” when you access the E-Services on the Site.
License Grant. Subject to the terms and conditions of this Agreement, Holden hereby grants to you a limited, non-exclusive, non-transferable, non-sublicenseable license to Use the E-Services and Documentation solely for your personal sales training, sales support operations, and internal evaluation purposes for so long as this Agreement is in effect. You shall not permit any other person to access or Use the E-Services or Documentation. You shall not disclose your E-Services login information or password to any other person for any reason. RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY HOLDEN.
License Restrictions. YOU SHALL NOT YOURSELF, OR THROUGH ANY AFFILIATE, AGENT, OR THIRD PARTY, REVERSE ENGINEER, OR OTHERWISE ATTEMPT TO DERIVE SOURCE CODE FROM THE E-SERVICES, OR MODIFY, TRANSLATE, COPY, OR CREATE DERIVATIVE WORKS BASED ON THE E-SERVICES OR DOCUMENTATION. Additionally, you shall not yourself, or through any affiliate, agent, or third party: (i) sell, lease, license or sublicense the E-Services or Documentation; (ii) use the E-Services to provide processing services to third parties or otherwise use the E-Services on a service bureau basis; (iii) remove any trademark, copyright or other proprietary notices, labels, or marks on or in the E-Services or Documentation and shall reproduce such notices, labels and marks on any copies of such E-Services or Documentation you make in connection with your permitted Use of the E-Services and Documentation pursuant to Section 2; (iv) attempt to gain unauthorized access to any services, other accounts, computer systems or networks connected to any server or to any of the E-Services or Site, through hacking, password mining or any other means; (v) obtain or attempt to obtain any E-Services or information through any means not intentionally made available through the E-Services; (vi) use the E-Services to harm, threaten, or harass another person, organization or Holden; (vii) use any other party’s account, login information or password to access the E-Services or interfere with any other party's use and enjoyment of the E-Services; (viii) damage, disable, overburden, or impair the E-Services (or any network connected to the E-Services); (ix) remove, modify, or tamper with any notice, protective message or link that is incorporated into the E-Services; (x) use any automated process or service (such as a bot, a spider, periodic caching of information stored by Holden, or meta-searching) to access or use the E-Services, or to copy or scrape data from the E-Services; (xi) obtain (or try to obtain) any data from the E-Services or related hardware, except the data that Holden intends to make available to you; or (xii) use the E-Services or related hardware to design, develop, or update unauthorized software. You will promptly notify Holden of any unauthorized disclosure, reproduction, or distribution of the E-Services, Documentation, or your login information or password which comes to your attention, or which you reasonably suspect. You are solely responsible for obtaining all equipment, and the compatibility thereof with the E-Services, and for paying all fees including, without limitation, all taxes and Internet access fees, necessary to Use the E-Services or Site.
Confidential Information. The E-Services and Documentation including, without limitation, trade secrets, performance data, design, features, layouts, configurations, processes, formulae, graphics, specifications, programs, test results, technical know-how, methods and procedures of operation, and other information relating to or obtained from the E-Services and Documentation, by use, examination or otherwise, which is not made public by Holden shall be deemed to be confidential information of Holden (“Confidential Information”). In addition, any information or materials disclosed or provided to you by Holden or its personnel shall be deemed to be Confidential Information of Holden. You shall use the same degree of care to protect the Confidential Information from non-disclosure as you would use with respect to your own information of like importance which you do not desire to have published or disseminated, but in any event no less than reasonable care. You agree not to use any Confidential Information for any purpose not expressly authorized under this Agreement (either for your benefit or for the benefit of any third party), and not to disclose to third parties any such Confidential Information.
Proprietary Rights. The E-Services and Documentation are proprietary products of Holden and its licensors and are protected under various intellectual property laws, including without limitation U.S. patent and copyright laws and international treaties. Except for the license rights expressly granted pursuant to Section 2 above, Holden and its licensors retain all right, title, and interest in and to the E-Services and Documentation, including all intellectual property rights therein.
Termination and Suspension. Holden may suspend your Use of the E-Services or terminate this Agreement immediately, without notice, (i) upon the breach by you of any term of this Agreement, or (ii) upon change of your employment. Upon such termination by Holden, (i) all rights and licenses granted by Holden to you under this Agreement shall immediately terminate, (ii) you shall immediately return to Holden or, at Holden’s option, destroy all copies of the Documentation, or any portion thereof, and (iii) you shall certify in writing to Holden that all copies of the Documentation , or any portion thereof, have either been returned to Holden or destroyed pursuant to this Section 6. Sections 1, 2 (last sentence only), 3, 4, 5, 6, 8, 9, 10, 11, 12, and 13 shall survive any expiration or termination of this Agreement.
Materials Provided to Holden. If you submit any materials, feedback, your original content, or other communications (collectively, “Submission”) to the Site or to Holden, you grant Holden and its designees and sub-licensees permission to use your Submission in connection with the operation of their businesses including, without limitation, the right to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission, and publish your name in connection with your Submission. No compensation will be paid with respect to the use of your Submission, as provided herein. Holden is under no obligation to post or use any Submission that you provide and Holden may remove any Submission at any time in its sole discretion.
Privacy. Holden uses certain information collected from you to operate and provide the E-Services. All such uses and disclosures are governing by Holden’s then current Privacy Statement, which is accessible on the Site. You hereby understand and agree to the uses and disclosures of information in accordance with the Privacy Statement.
Employer Access. You understand and agree that if you have been authorized to Use E-Services by your employer then your employer may have access or use of certain administrative functions in connection with the E-Services. These administrative functions may include, but are not limited to, the ability to access, monitor, review, and receive reports on your Use of the E-Services, view your profile data, and suspend or cancel your access to the E-Services. Holden shall not be responsible for your employer’s or your use of or reliance upon such administrative functions.
10. Links to Third Party Sites and Third Party Scripts or Code. The E-Services may contain links to third-party websites. The linked sites are not under the control of Holden, and Holden is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Links are only provided as a convenience, and the inclusion of a link does not imply endorsement by Holden of the linked site. You are solely responsible for your dealings with third-parties (including advertisers). Your use of third-party websites or services may be subject to that third-party’s terms and conditions. Third party scripts or code linked to or referenced from Site are licensed to you by the third parties that own such scripts and/or code, and not by Holden.
Warranty Disclaimer. THE E-SERVICES AND DOCUMENTATION ARE LICENSED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.” HOLDEN, ITS AFFILIATES, SERVICE PROVIDERS, VENDORS AND ITS LICENSORS HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE E-SERVICES. HOLDEN DOES NOT GUARANTEE THE ACCURACY, RELIABILITY, AVAILABILITY OR TIMELINESS OF THE E-SERVICES, DOCUMENTATION OR INFORMATION AVAILABLE FROM THE E-SERVICES, THAT YOU WILL REALIZE ANY BENEFIT FROM THE E-SERVICES, THAT THE E-SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR THAT DATA LOSS WILL NOT OCCUR. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, HOLDEN DISCLAIMS ANY IMPLIED WARRANTIES WITH REGARDS TO THE E-SERVICES AND SITE, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. HOLDEN DOES NOT GUARANTEE THE SECURITY OF YOUR DATA OR EQUIPMENT AT ANY TIME OR FOR ANY PURPOSE.
Limitation of Liability. IN NO EVENT WILL HOLDEN ITS AFFILIATES, SERVICE PROVIDERS, VENDORS OR ITS LICENSORS BE LIABLE HEREUNDER OR WITH RESPECT TO THE E-SERVICES AND DOCUMENTATION PROVIDED HEREUNDER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOST BUSINESS, LOSS OF GOODWILL OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), STATUTORY OR OTHERWISE, AND WHETHER OR NOT HOLDEN WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL HOLDEN’S, ITS AFFILIATES, SERVICE PROVIDERS, VENDORS OR ITS LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED ONE THOUSAND U.S. DOLLARS ($1,000.00). THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THIS AGREEMENT.
Miscellaneous. No waiver or modification of the Agreement shall be valid unless made in writing signed by each party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any other term or breach hereof. This Agreement is governed by the laws of the State of Illinois without reference to conflict of laws principles. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. Notwithstanding the foregoing, Holden shall have the right to pursue protection of its intellectual property rights in any court of competent jurisdiction. You may not assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of Holden. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Any attempted assignment in violation of this Section shall be null and void. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. Nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, earthquake, governmental acts or orders or restrictions, or any other reason when failure to perform is beyond the reasonable control of the nonperforming party. This Agreement constitutes the entire understanding and agreement with respect to its subject matter, and supersedes any and all prior or contemporaneous representations, understandings and agreements whether oral or written between the parties relating to the subject matter of this Agreement, all of which are merged in this Agreement. The parties specifically agree that Article 2A of the Uniform Commercial Code shall not apply to this Agreement.

Should you have any questions regarding this Agreement, or if you desire to contact Holden International for any reason, please write:

HOLDEN INTERNATIONAL
Attn: IT Dept.
135 S. LaSalle Street, Suite 2800
Chicago, IL 60603 USA