End User License Agreement

PLEASE READ THIS AGREEMENT CAREFULLY

THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS BETWEEN V-TIP, INC. INCORPORATED IN THE STATE OF ILLINOIS, UNITED STATES OF AMERICA (V-TIP) , ITS RESELLERS OR AGENTS AND YOU (AN INDIVIDUAL, CORPORATION OR OTHER ENTITY). THIS AGREEMENT GIVES YOU THE RIGHT TO ACCESS AND USE THE ONLINE COURSEWARE ("COURSEWARE") ASSOCIATED WITH THE TRAINING COURSE(S) YOU HAVE PURCHASED FROM V-TIP, ITS RESELLERS OR AGENTS PURSUANT TO A PURCHASE AGREEMENT, CONTRACT, SALES ORDER, CREDIT CARD ORDER, INVOICE OR SIMILAR DOCUMENT ("PURCHASE CONTRACT"). V-TIP IS WILLING TO GRANT YOU THE RIGHT TO ACCESS AND USE THE COURSEWARE ONLY IF YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT AND AGREE TO PAY TO V-TIP THE FULL PURCHASE PRICE AS DETAILED WITHIN THE PURCHASE CONTRACT (TO INCLUDE ALL APPLICABLE TAXES AND FEES) OF THE TRAINING COURSES YOU HAVE PURCHASED.

BY ACCESSING THE COURSEWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO ANY OF THE TERMS IN THIS AGREEMENT, V-TIP WILL NOT LICENSE THE COURSEWARE TO YOU AND YOU SHOULD NOT ACCESS OR OTHERWISE UTILIZE IT.

1. LICENSE. In partial consideration of your purchase of training courses and provided you adhere to all provisions of this Agreement, V-TIP grants you a personal, non-exclusive, non-transferable license to access and use the Courseware for the sole purpose of completing the associated training course(s) you have purchased under the Purchase Contract.

2. RESTRICTIONS. You may not use, copy, modify, or transfer the Courseware to others, in whole or in part, except as expressly provided in this Agreement. The Courseware contains trade secrets of V-TIP and you may not reverse engineer, disassemble, decompile, or translate the Courseware, or otherwise attempt to derive its source code or the source code through which the Courseware is accessed, or authorize any third-party to do any of the foregoing. The license granted hereunder is personal to you, and any attempt by you to transfer any of the rights, duties or obligations hereunder is void and shall terminate this Agreement. You may not rent, lease, loan, resell for profit, or distribute the Courseware or any part thereof in any way including, but not limited to, making the Courseware available to others via shared access to a single computer, a computer network, or by sharing access information, which includes your login name and password.

Those licensed by V-TIP as RESELLERS shall include public and private educational institutions as determined by V-TIP at its sole discretion. Resellers shall be identified on the purchase contract by V-TIP. Resellers shall have the right to resell for profit the courseware through licensing with V-TIP under the conditions stated herein. Resellers shall not represent V-TIP its officers or employees. V-TIP shall not be responsible for any agreements written or otherwise entered into by resellers.

3. OWNERSHIP. The Courseware is the property of V-TIP and its licensor(s) and may be protected by patent, copyright, trade secret, trademark and other laws. The Courseware is licensed, not sold, to you for use only under the terms of this Agreement, and V-TIP reserves all rights not expressly granted to you. Copyrights belonging to others are their exclusive property and all rights are reserved by the copyright holder.

4. TERM. This Agreement and license granted herein will terminate at the end of the last day of the period identified in the Purchase Contract of the training course(s) you have purchased. You agree that sections 2, 3, 7, 8, 9, 10, 11, 13, 14, 15, and 16 will survive termination of the license granted under this Agreement and expiration or termination of this Agreement.

Training course(s) provided for an individual under this Agreement shall terminate after completion of all modules to which an individual has been assigned when registered or after twelve months from the date upon which the individual begins the first module, whichever occurs first.

5. TERMINATION. This Agreement will terminate immediately without notice to you if you breach any term of this Agreement or if you do not pay V-TIP the full purchase price in accordance with the Purchase Contract. You may terminate this Agreement at any time by notifying V-TIP in writing. Upon receipt of notice of termination from you, the license and your access to the Courseware shall cease. Upon termination, any refund you may be entitled to receive shall be determined in accordance with the terms of the Purchase Contract.

6. CONTENT MAINTAINED BY V-TIP. You acknowledge and agree that: (a) V-TIP may, from time to time, elect to update the Courseware, but V-TIP does not warrant or guarantee that any Courseware or other information accessed through the V-TIP website will be updated at any time during the term of this Agreement; (b) V-TIP is not recommending, warranting or guaranteeing the use or performance of any third-party product or service described in the Courseware or elsewhere in V-TIP's website nor is V-TIP responsible for malfunction of such product or service due to typographical or other errors in the Courseware, your negligence or otherwise; (c) you agree to seek additional information on any third-party product or service from the manufacturer; and (d) you will use the Courseware only as a reference and study aid and acknowledge that it is not intended to be nor should it be used as a substitute for the exercise of professional judgment.

7. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COURSEWARE IS PROVIDED "AS IS". V-TIP MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE COURSEWARE TO THE FULLEST EXTENT PERMITTED BY LAW. V-TIP EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, FOR THE COURSEWARE AND ANY OTHER MATERIAL PROVIDED TO YOU BY V-TIP, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. V-TIP DOES NOT WARRANT THAT THE COURSEWARE IS ERROR-FREE, THAT ITS OPERATION WILL BE UNINTERRUPTED, OR THAT IT WILL MEET ANY PARTICULAR USER REQUIREMENTS, AND V-TIP HEREBY DISCLAIMS ANY AND ALL LIABILITY ON ACCOUNT THEREOF. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, V-TIP MAKES NO WARRANTY, AND PROVIDES NO ASSURANCES, THAT THE COURSEWARE WILL MEET CERTIFICATION REQUIREMENTS OF ANY REGULATORY, LICENSING AGENCY, OR OTHER THIRD PARTY, WITHIN OR OUTSIDE OF THE UNITED STATES. V-TIP RESERVES THE RIGHT TO MAKE CHANGES TO THE COURSEWARE WITHOUT NOTICE. THIS AGREEMENT SHALL APPLY TO ANY SUCH CHANGES. V-TIP does not issue credits for outages incurred through service disablement resulting from Terms of Use violations.

8. LIMITATION OF LIABILITY. Except as specifically provided herein, neither V-TIP nor its affiliates, resellers, agents or licensors shall be liable for any claim, demand or action arising out of or relating to your use of the Courseware or V-TIP's performance of (or failure to perform) any obligation under this Agreement or for special, incidental or consequential damages, including, without limitation, damages due to lost profits or business interruption, or other damages caused by the inability to use the Courseware, even if V-TIP, its affiliates, resellers, agents or licensors have been advised of the possibility of such loss or damages and whether or not such loss or damages is or are foreseeable.

9. EXPORT LAW. The Courseware is subject to U.S. export control laws and may be subject to export or import regulations in other countries. Unless specifically authorized in writing by V-TIP prior to any access, you agree not to export the Courseware under any circumstances whatsoever. In any case, you will indemnify and hold V-TIP harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney's fees) arising from or relating to any breach by you of your obligations under this section.

10. GOVERNING LAW, JURISDICTION AND VENUE. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of Illinois as those laws are applied to contracts entered into and to be performed entirely in Illinois by Illinois residents. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in a federal court in Illinois, and each party hereto irrevocably submits to the personal and exclusive jurisdiction and venue of any such court in any such suit, action or proceeding and waives any right which it may have to transfer or change the venue of any such suit, action or proceeding, except that in connection with any suit, action or proceeding commenced in a state court, each party retains whatever right it may have to remove such suit, action or proceeding to federal court in Illinois. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

11. ATTORNEY FEES. If any legal action or proceeding is brought for the enforcement of this Agreement or arises from the alleged breach, dispute, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party or parties shall be entitled to recover reasonable attorney fees and other costs incurred as a result of the legal action or proceeding.

12. TERMS OF USE AND PRIVACY POLICY. V-TIP's Terms of Use and Privacy Policy regarding its web site are available at its web site and are incorporated herein by reference.

13. WAIVER. No failure to enforce any term of this Agreement shall constitute a waiver of such term in the future.

14. ASSIGNMENT. Neither this Agreement nor any of your rights or obligations hereunder may be assigned by your in whole or in part without the prior written approval of V-TIP. Any other attempted assignment shall be null and void.

15. SEVERABILITY. If any part of this Agreement is for any reason found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected.

16. COMPLETE AGREEMENT. This Agreement, together with V-TIP's Terms of Use and Privacy Policy and Purchase Contract, is the complete and exclusive statement of the agreement between V-TIP and you, and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. No waiver, alteration or modification of this Agreement shall be valid unless made in writing and signed by a corporate officer of V-TIP.