Strategic IP Licensing, Inc.
eLearning COURSE END USER LICENSE AGREEMENT
BEFORE YOU INSTALL OR USE THE SOFTWARE YOU MUST READ,
ACKNOWLEDGE AND ACCEPT THE TERMS AND CONDITIONS OF THIS
AGREEMENT BELOW. BY ACCEPTING THE TERMS AND CONDITIONS OF
THIS AGREEMENT OR BY USING OR INSTALLING THE SOFTWARE YOU
REPRESENT THAT YOU HAVE CAREFULLY READ AND EXPRESSLY
ACCEPT ALL TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT
OR IN ANY OTHER DOCUMENT REFERENCED HEREIN INCLUDING BUT
NOT LIMITED TO THE APPLICABLE LICENSE KEY LETTER(S) WHICH IS
INCORPORATED HEREIN BY REFERENCE, AND WILL BE LEGALLY
BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF
THIS AGREEMENT, YOU SHALL NOT BE ABLE TO ACCESS OR USE THE
SOFTWARE.
Notice to User
Please note that if you intend to use SkillSTICK® within corporate network
infrastructures, firewall and other enterprise security measures (which may
include company policies), you may first need to obtain permissions from your
I.T. department before being able to use SkillSTICK®. Should these measures be
found to impact use of SkillSTICK® within your company's technical
environment, please email us at support@strategicIPlicensing.com and we will
assist in working with your I.T. department to authorize (or 'white-list')
SkillSTICK® technology.
If you or your company paid for a single-user license for a SIPL course, then this
means ONLY YOU ARE ELIGIBLE to take the course and ONLY FOR THE TIME
LIMIT ALLOCATED. See Section 2 below.
1. GRANT OF LICENSE. SIPL grants you a nonexclusive and limited license to
use the Software products and functionalities for which you have paid the
applicable fees solely for your internal business purposes and in accordance
with the terms and conditions of this Agreement. The Software is licensed, not
sold, to you. This license does not apply to any other software program that
may be provided with the Software.
2. INSTALLATION AND USE. You agree to load and use the Software only on
a single computer or at a single location, for use by only one person per license
purchased. You may install and use the Software only in the configuration and
for the number of licenses acquired by you. For example, if you are licensed to

use a course, which has a usage allocation of two (2) hours, then the course will
expire after you have exhausted this limit. THIS TIME ALLOCATION IS
CUMULATIVE. You can log into the course as many times as you like as long
as the cumulative time in the module is equal to or less than the allocated limit.
Should you have any questions regarding this policy, please do not hesitate to
contact us at support@strategicIPlicensing.com. You may also install nonproduction copies of the Software as is reasonably necessary for disaster
recovery, emergency restart and backup, including, but not limited to making
copies for such purposes for use at one or more disaster recovery sites. In order
to exercise your rights to the Software under this License Agreement you must
activate your copy of the Software in the manner described during the launch
sequence. SIPL may control the number and type of licenses and the use of the
Software by license key codes ("License Key").
3. OWNERSHIP. SIPL and/or its suppliers retain all right, title and interest in
and to the Software and all copies at all times, regardless of the form or media
in or on which the original or other copies may subsequently exist, hardware
provided by SIPL and any accompanying documentation. You neither own nor
hereby acquire any claim or right of ownership to the Software or to any related
patents, copyrights, trademarks, trade secrets or other intellectual property. You
agree to retain the Software, the terms of this Agreement as well as any
Software benchmark or similar tests (whether performed by you, SIPL or any
third party) in confidence and prevent them from unauthorized disclosure or
use except with SIPL's prior written consent. SIPL and/or its suppliers reserve
all rights not expressly granted to you. SIPL's suppliers are the intended third
party beneficiaries of this License Agreement and have the express right to rely
upon and directly enforce the terms set forth herein.
4. COPYRIGHT. The Software is copyrighted by SIPL and/or its suppliers and
is protected by United States copyright and patent laws and international treaty
provisions. You will not remove copyright notices from the Software. Licensee
agrees to prevent any unauthorized copying of the Software. You may not copy
the Software except: (a) to provide a non-production backup copy; or (b) to
install the Software components licensed by you, as set forth in Section 2, on to
computers as part of executing the Software. Solely with respect to the
documentation included with the Software, you may make a reasonable number
of copies (either in hard copy or electronic form), provided that such copies
shall be used only by licensed end users in conjunction with their use of the
Software and are not republished or distributed to any third party. You must
reproduce and include all copyright notices, trademarks or other proprietary
legends of SIPL and its suppliers on any copy of the Software or
documentation made by you. Any and all other copies of the Software made by
you are in violation of this Agreement.

5. RESTRICTIONS. Except as expressly permitted by this License Agreement
or by applicable law you may not: (a) lease, loan, resell, assign, sublicense, or
otherwise distribute the Software or any of the rights granted by this License
Agreement without the express written permission of SIPL; (b) use the
Software to provide or operate Application Service Provider (ASP), service
bureau, marketing, training, outsourcing services, or consulting services, or any
other commercial service related to the Software or to develop training
materials; (c) modify (even for purposes of error correction), adapt, or translate
the Software or create derivative works therefrom except as necessary to
configure the Software using the menus, options and tools provided for such
purposes and contained in the Software; (d) in any way reverse engineer,
disassemble or decompile the Software or the data file formats (including
reverse compiling to ensure interoperability) or any portion thereof except to
the extent and for the express purposes authorized by applicable law
notwithstanding this limitation; (e) use the Software to develop a product which
is competitive with any SIPL product offerings; (f) use unauthorized license
key(s) or distribute license key(s); (g) disclose any Software benchmark results
to any third party without SIPL's prior written approval, (h) permit third party
access to, or use of the Software except as expressly permitted herein, and (i)
distribute or publish license key(s)
6. LIMITED WARRANTY AND REMEDY.
a. SIPL warrants to you that: (i) for a period of ninety (90) days from
delivery of the Software, the Software will substantially conform to the
functional description set forth in the standard documentation
accompanying the Software when properly installed on a computer
system or network which meets the minimum system requirements set
forth below (which may be amended from time to time by SIPL); and (ii)
for a period of thirty (30) days from delivery of any physical media (e.g.,
CD-ROM), such physical media will be free from defects in materials
and workmanship. Any implied warranties on the Software and media
are limited to thirty (30) days from delivery, to the extent such
warranties cannot be disclaimed under Section 6(c) below. The above
warranties specifically exclude defects resulting from accident, abuse,
unauthorized repair, modifications, or enhancements, or misapplication.
SIPL does not warrant that the Software will operate uninterrupted or
error free. Delivery of additional copies of, or revisions or upgrades to,
the Software, including releases provided under Support Services, shall
not restart or otherwise affect the warranty period.
b. Your exclusive remedy for breach of the above-stated limited warranty
shall be that SIPL will use its commercially reasonable efforts to correct
the Software or, at its sole option, replace the Software with product(s)

which conform to the above-stated limited warranty. Such remedy shall
be provided to you by SIPL only if you give SIPL written notice of any
breach of the above-stated limited warranty, within thirty (30) days of
delivery of the Software.
c. EXCEPT FOR EXPRESS WARRANTIES STATED IN THIS
SECTION 6, SIPL AND ITS SUPPLIERS DISCLAIM ALL OTHER
WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY
IMPLIED WARRANTY (I) OF MERCHANTABILITY, (II) OF
FITNESS FOR A PARTICULAR PURPOSE, (III) OF NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR (IV) AGAINST
HIDDEN DEFECTS. SOME STATES/JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE
ABOVE EXCLUSION MAY NOT APPLY TO YOU, AND YOU MAY
HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO
STATE OR BY JURISDICTION. YOU ACKNOWLEDGE THAT IN
ENTERING INTO THIS AGREEMENT, YOU HAVE RELIED UPON
YOUR OWN EXPERIENCE, SKILL AND JUDGEMENT TO
EVALUATE THE SOFTWARE AND THAT YOU HAVE SATISFIED
YOURSELF AS TO THE SUITABILITY OF THE SOFTWARE TO
MEET YOUR REQUSIPLEMENTS.
d. Minimum System Requirements. To access the Software, your computer
must meet the minimum system requirements, which can be found at the
end of this Agreement and athttps://www.petroed.com/techsupport.php.
The foregoing notwithstanding, SIPL makes no guarantee that the
Software will run on a computer meeting the minimum system
requirements.
7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SIPL OR ITS
DISTRIBUTORS, SUPPLIERS OR AFFILIATES BE LIABLE TO YOU OR
ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT
LIMITATION, ANY LOST PROFITS OR REVENUES, LOSS OR
INACCURANCY OF ANY DATA, OR COST OF SUBSTITUTE GOODS,
REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING
NEGLIGENCE) AND EVEN IF SIPL HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. SIPL AND ITS SUPPLIERS'
AGGREGATE LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY
CAUSE WHATSOEVER SHALL BE LIMITED TO THE SOFTWARE
LICENSE FEES PAID BY YOU FOR THE SOFTWARE OR THE FEES
PAID BY YOU FOR THE SERVICE DIRECTLY CAUSING THE
DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING

ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
THE FOREGOING ALLOCATION OF RISK IS REFLECTED IN THE FEES
CHARGED UNDER THIS LICENSE AGREEMENT. SOME
STATES/JURISDICTIONS DO NOT ALLOW THE LIMITATION OR
EXCLUSION OF LIABILITY IN CERTAIN CIRCUMSTANCES
INCLUDED IN THIS SECTION, SO THE ABOVE LIMITATION MAY
NOT APPLY TO YOU ONLY IN SUCH CIRCUMSTANCES.
SIPL has no liability whatsoever for any damages of any kind to your
computers or equipment, nor for any disruptions, delays, mis-deliveries in
service or other adverse effects of any nature upon you or your business, that
arise directly or indirectly, or in whole or in part, from your use of the
Software. You hereby release SIPL (including its parent, affiliated and
subsidiary companies, and the officers, directors, managers, members,
employees, sub-contractors and agents thereof) from any and all claims,
demands and damages of any type or nature, known or unknown, suspected or
unsuspected, disclosed or undisclosed, arising out of or in any way connected
with your use of the Software.
The Software is provided by SIPL to you on an "AS IS" basis, and SIPL
assumes no responsibility, nor makes any warranties, regarding the
completeness, accuracy, soundness, functionality or compatibility of the
Software.
8. FEEDBACK; SUPPORT SERVICES; PERSONAL DATA. It is expressly
understood, acknowledged and agreed that you shall, regardless of whether or
not formally requested to do, provide to SIPL reasonable suggestions,
comments and feedback regarding the Software, including but not limited to
usability, bug reports and test results, with respect to Software testing
(collectively, "Feedback"). If you provide such Feedback to SIPL, you shall
grant SIPL the following worldwide, non-exclusive, perpetual, irrevocable,
royalty free, fully paid up rights:
i. to make, use, copy, modify, sell, distribute, sub-license, and create
derivative works of, the Feedback as part of any SIPL product,
technology, service, specification or other documentation (individually
and collectively, "SIPL Products");
ii. to publicly perform or display, import, broadcast, transmit, distribute,
license, offer to sell, and sell, rent, lease or lend copies of the Feedback
(and derivative works thereof) as part of any SIPL Product;
iii. solely with respect to Licensee's copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties;

iv.

to sub-license to third parties any claims of any patents owned or
licensable by Licensee that are necessarily infringed by a third party
product, technology or service that uses, interfaces, interoperates or
communicates with the feedback or portion thereof incorporated into a
SIPL Product, technology or service. Further, you warrant that your
Feedback is not subject to any license terms that would purport to
require SIPL to comply with any additional obligations with respect to
any SIPL Products that incorporate any Feedback.

If you purchased Support Services, SIPL will provide to you product support
services for the Software in accordance with SIPL then current Support
Services terms and conditions. If you purchase Support Services for the
Software, you must purchase Support Services for all authorized copies of said
Software in your possession.
SIPL handles your personal information in accordance with its privacy policy,
which is amended from time to time and is available at www.petroed.com.
Personal information hosted by the Software includes but is not limited to: (i)
information delivered to SIPL by or on behalf of the end user at the time of
purchase; (ii) information input by the end user into the 'Profile' section of the
Software; (iii) training records or documents uploaded to the product software;
and (iv) E-Learning Course registration and progress data. It is the
responsibility of the end user to hold and keep safe the product hardware to
protect their personal information. The end user is entirely and without
exception responsible for any loss or theft of data, and you hereby release and
hold harmless SIPL from any and all claims, demands, and damages of any
type or nature arising out of or in any way connected with SIPL's collection and
use of your personal information.
9. TERM. The term of this Agreement shall be Twelve (12) months from the date
of first use of the Software.
10. TERMINATION. This Agreement is effective until terminated. Either party
may terminate this Agreement at any time for any reason by providing the other
party advance written notice of such termination, provided that if you
terminate, you have complied with the return and/or destruction policy set forth
below. This Agreement may be immediately terminated by SIPL if: (i) you fail
to pay the license fees and other charges set forth at the time of your order; or
(ii) you fail to comply with any of the terms and conditions set forth in this
Agreement. Termination shall not relieve you from your obligation to pay fees
that remain unpaid and shall not limit SIPL from pursuing other available
remedies. Upon termination by SIPL of this Agreement, SIPL will have no
obligation to refund to you any fees paid by you and you agree to waive in

perpetuity and unconditionally any and all claims for refunds. Upon any
termination of this Agreement, you agree to: (i) immediately cease all use of
the Software, including the use and distribution of any custom applications
incorporating the Software; and (ii) at SIPL's sole discretion, either return the
Software to SIPL or destroy same, and certify to SIPL, in writing, that all
copies and partial copies thereof have been returned or completely destroyed
and are no longer being used. Sections 4, 5, 6(c), 7, 9, 10, 11, 12 and 16 shall
survive termination of this Agreement.
11. AUDIT. During the term of this Agreement and for two (2) years after
termination or expiration, SIPL may audit, upon reasonable notice to you and at
SIPL's expense, your books and records to determine your compliance with this
Agreement. In the event any such audit reveals that you have knowingly
breached any material obligation hereunder, then, in addition to such other
remedies as SIPL may have, you shall pay or reimburse to SIPL the cost of the
audit.
12. GENERAL. If any provision of this Agreement is ruled invalid, such invalidity
shall not affect the validity of the remaining portions of this Agreement. This
Agreement constitutes the entire agreement between you and SIPL, and
supersedes any prior agreement, whether written or oral, relating to the subject
matter of this Agreement. This Agreement may not be modified except by an
instrument in writing duly signed by an authorized representative of each of the
parties. If you are acquiring the Software on behalf of an entity, you represent
and warrant that you have the legal capacity to bind such entity to this
Agreement. All terms of any purchase order or other ordering document
submitted by you shall be superseded by this Agreement. In the event you and
SIPL have executed a mutually agreed upon a separately executed master
software license agreement ("MLA") or a software license agreement ("SLA")
(collectively, "Base Agreement") and acquired the Software pursuant to such
Base Agreement respectively, the terms of the Base Agreement may govern
your use of the Software and the terms of this EULA shall be superseded by
those of the Base Agreement. The product name for the Software is a trademark
or registered trademark of SIPL. Should you have questions concerning this
Agreement, please contact SIPL at:
Strategic IP Licensing, Inc.
2503 Robinhood Street, Suite 200
Houston, TX 77005
(713)461-5200

support@strategicIPlicensing.com
13. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is provided
with restricted rights. Use, duplication, or disclosure by the government is
subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in
Technical Data and Computer Software clause at DFARS 252.227-7013 or
subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted
Rights at 48 C.F.R. S:52.227-19, as applicable.
14. EXPORT CONTROLS. You acknowledge that the Software is of U.S. origin.
You agree to comply with all applicable international and national laws that
apply to the Software, including the U.S. Export Administration Regulations, as
well as end-user, end-use and destination restrictions issued by U.S. and other
governments.
15. ORDER TERMS. Purchase orders conforming to SIPL purchase order
requirements may be accepted from qualified companies. All pre-printed terms
of any purchase order not approved in writing by SIPL shall have no effect.
Payment terms are as set forth on the applicable invoice, Ex-Works Houston,
Texas. SIPL specifically disclaims price guarantees of any kind. You are
responsible for payment of all applicable sales, use, consumption, VAT, GST,
and other taxes and all applicable export and import fees, custom duties and
similar charges, excluding taxes based on SIPL net income.
16. GOVERNING LAW. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Texas, USA, without regard to the
conflicts of law rules thereof. Any claim or dispute arising in connection with
this Agreement shall be resolved in the federal or state courts situated within
the Southern District of Texas. To the maximum extent permitted by law, you
hereby consent to the jurisdiction and venue of such courts and waive any
objections to the jurisdiction or venue of such courts.
17. CONFIDENTIALITY. You agree that, unless otherwise specifically provided
herein or agreed by SIPL in writing, the Software (including but not limited to
its design, organization, data, structure of individual programs, processes, user
interfaces, logins, passwords, performance specifications, code, content,
subject-matter and related documentation) as well as the terms of this
Agreement provided to you by SIPL constitute confidential proprietary
information of SIPL. You agree not to transfer, copy, disclose, provide or
otherwise make available such confidential information in any form to any
third party without the prior written consent of SIPL. You agree to implement
reasonable security measures to protect such confidential information, but
without limitation to the foregoing, shall use best efforts to maintain the
security of the Software provided to you by SIPL. You will use your best
efforts to cooperate with and assist SIPL in identifying and preventing any

unauthorized use, copying, or disclosure of the Software, or any portion
thereof.
This Agreement is publically available
at www.petroed.com/documents/skillgrid_eula.pdf. Please indicate below
whether you accept, or do not accept, the terms and conditions of this end user
software license agreement.
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Microsoft Windows® XP/Vista/7 (MAC not supported)
A 2.33 + gigahertz (GHz) processor (Pentium® or equivalent)
256 MB RAM
Graphics card with 128 MB graphics memory
USB 2.0 port
Soundcard with speakers or headphones
One of the following internet browsers:
o Microsoft Internet Explorer 8 +
Appropriate internet security settings (to allow pop-ups and Active content)
Initial administration/power user access to install:
o Application components
o Plug-ins
Adobe Flash Player 9 + (download here)
Adobe Shockwave Player 11 + (download here)
Adobe Acrobat Viewer (download here)
Java Runtime Environment 1.6 + (download here)
ACELP®.net Audio Codec (download here)
Internet connection (only required for initial activation and for synchronization)
Ability to disable firewall or allow exceptions to it (only required for initial
activation and for synchronization)

