License Agreement

LICENSING AGREEMENT
for the following “Materials:”

International Mobility Assessment (IMA®)
Global Leader TAP® Tucker Assessment Profile (GLTAP)
Global Business Experience(GBE)
Tucker Assessment Profile (TAP®)
Non-Expatriate OAI
Overseas Assignment Inventory (OAI)
International Candidate Assessment (ICE)
Non-Expatriate ICE
Survey of Expatriate Training and Development (SETD)
Guidelines for Planning a Successful Repatriation
ExpaTracks.

READ THIS LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE ACCESSING, DOWNLOADING AND/OR USING THE “MATERIAL” PROVIDED TO YOU. THIS LICENSE CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND TUCKER INTERNATIONAL, LLC (“LICENSOR”). IF YOU ACCESS, DOWNLOAD AND/OR USE THIS MATERIAL, YOU ARE DEEMED TO HAVE ACCEPTED THIS LICENSE AND AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, YOU ARE NOT AUTHORIZED TO ACCESS, DOWNLOAD AND/OR USE THIS MATERIAL. THIS LICENSE AND THE RELATED PURCHASE ORDER REPRESENT THE COMPLETE AGREEMENT CONCERNING THE MATERIAL, AND IT SUPERSEDES ANY PRIOR AGREEMENT, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES.

1. Product. The Material is defined as documentation, which comprises a set of instructions, surveys, assessments, interpretations and/or templates. This Material is owned by Licensor, and Licensor has the right, at any time and without notice, to change or discontinue the availability of the Material, or any aspect, component or feature thereof. Further, the Material may comprise certain portions, aspects, functions, features, or components (collectively, “Components”) that were developed by, for or in cooperation with third parties who have granted Licensor the right to generate, create, make, have made, distribute, disseminate and transfer such Components in this Material, which is being made available to you under this License.
2. Grant. The Material is licensed, not sold, to you by Licensor. Licensor grants to you, and you hereby accept, for a charge specified under Licensor’s purchase order, a nontransferable, nonexclusive limited right to access, obtain, use, copy and/or download a copy of this Material only for your internal use and requirement purposes. The Material provided may include and/or provide access to items, including without limitation, text, software, photos, video, graphics, music and sound which are the subject of patent, copyright, trademark, and other proprietary protection. The Material and certain items are the subject of U.S. and/or international patent, trademark, trade secret, copyright laws and treaties, and of this License. All notices included in the Material, or the items contained therein, shall remain intact and unaltered and shall be included on all copies of the Material, or items, provided to you. You acknowledge that the Material, and items therein, are proprietary and confidential to Licensor and are protected, as appropriate, under patent, trademark, trade secret, copyright, and/or relevant proprietary laws, and this License. You agree that all right, title and interest, including all associated proprietary interests, are held by and shall remain with Licensor and that you do not acquire any ownership rights or obtain any proprietary interest in the Material, and items therein, by accessing, downloading and/or using the Material, and items therein, and that you are authorized to exercise only the rights recited herein. Licensor specifically reserves all rights and interests not expressly granted in this License. You will be held legally responsible for any trademark, copyright, patent or other proprietary right infringement that is caused or encouraged by your failure to abide by the terms of this License.
3. Restrictions. Except as authorized herein, you may not copy, modify, alter, change, create derivative works or incorporate this Material, or the items, with any other documentation, software, products, services or systems. You may not rent, lease, loan, time share, sublicense, transfer, make generally available, license, disclose, disseminate, distribute or otherwise make accessible or available the Material, and if electronically provided, network the Material to any third party. If you breach any term or condition of the License, this License shall immediately terminate and you shall immediately return the Material, or any copies thereof, or delete, if electronically provided, the Material, and any copies thereof, from your system(s) on which the Material resides, and immediately cease any further access and use of the Material.
4. Term/Consideration. This License is effective upon your acceptance of this License as demonstrated by your accessing, downloading and/or using the Material and your payment under the purchase order, and shall continue in effect unless earlier terminated due to your breach or you enter into another agreement with Licensor. In the event of termination, you shall immediately return the Material, or any copies thereof, or delete, if provided to you electronically, the Material, and any copies thereof, from your system(s), and immediately cease any further access and use of the Material.
5. DISCLAIMERS/LIMITED WARRANTY. THE MATERIAL IS PROVIDED “AS IS” AND LICENSOR DISCLAIMS ANY AND ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF NONINFRINGEMENT, AND/OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE MATERIAL IS FREE OF ANY CLAIMS FOR INFRINGEMENT, OR THAT THE MATERIAL WILL MEET YOUR REQUIREMENTS, OR THAT IT IS SUITABLE FOR ANY LICENSED APPLICATION. IN THE EVENT OF ELECTRONIC ACCESS, LICENSOR DOES NOT FURTHER WARRANT THAT THE OPERATION OF THE MATERIAL WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT IT IS FREE OF ANY OMISSION, INACCURACY, DEFECT, COMPUTER VIRUS, OR OTHER OPERATIONAL OR PERFORMANCE PROBLEM, OR THAT DEFECTS IN THE MATERIAL WILL BE CORRECTED. YOU WILL BE RESPONSIBLE FOR ADEQUATELY SAFEGUARDING (BACKING UP) YOUR DATA AND SOFTWARE USED IN CONJUNCTION WITH THE MATERIAL; AND FURTHER, AS TO ELECTRONIC ACCESS, LICENSOR ASSUMES NO LIABILITY FOR ANY CORRUPTION, ERASURE, MISHANDLING, OR THE LIKE OF YOUR DATA OR SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR AN AUTHORIZED LICENSOR REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
6. LIMITATION OF LIABILITY. THE DISCLAIMER OF WARRANTIES RECITED ABOVE IS FOR THE PURPOSE OF LIMITING LICENSOR’S LIABILITY FOR ANY DAMAGES OR HARM SUFFERED BY YOU OR A THIRD PARTY, WHETHER FOR BREACH OF CONTRACT, AN ACTION IN TORT (INCLUDING STRICT LIABILITY), NEGLIGENCE, INFRINGEMENT OR UNDER ANY OTHER CAUSE OF ACTION. LICENSOR SHALL NOT BE HELD LIABLE FOR ANY SUCH CLAIMS OR ACTIONS, AND THE RISK OF HARM FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR REVENUES OR LOSS OF BUSINESS ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE MATERIAL EVEN IF LICENSOR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH LOSSES. SOME JURISDICTIONS DO NOT ALLOW SUCH LIMITATION OF DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL LICENSOR’S LIABILITY TO YOU FOR ANY CLAIM OF DAMAGES, LOSSES AND CAUSES OF ACTIONS WHETHER IN CONTRACT, TORT (INCLUDING LICENSOR’S OWN NEGLIGENCE), INFRINGEMENT OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) EXCEED THE AMOUNT PAID FOR THE MATERIAL UNDER THE RELATED PURCHASE ORDER. YOU ACKNOWLEDGE THAT THE FOREGOING CONSTITUTES YOUR SOLE AND EXCLUSIVE REMEDY FOR BREACH BY LICENSOR OF THE LICENSE OR ANY WARRANTIES MADE HEREUNDER.
7. Export Law Assurances. You agree to comply with the export laws of the United States and of the jurisdiction in which the Material was obtained.
8. Controlling Law/Severability/Damages. This License shall be governed by the laws of Colorado and of the United States, as appropriate, and adjudicated in the competent courts of the state of Colorado. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect. This License shall not be governed by the United Nations Conference of Contracts for the International Sale of Goods nor subject to the choice of laws rules, the application of which is expressly excluded. The failure of Licensor to enforce any rights granted herein or to take action against you in the event of any breach hereunder shall not be deemed a waiver by Licensor as to subsequent enforcement of rights or subsequent actions in the event of future breaches. In the event of breach of any of the proprietary rights or interests, Licensor shall be entitled to pursue all appropriate legal and equitable relief and shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation. In the event there is any type of purchase order or other commercial transaction agreement, and such document conflicts with this License, the terms of this License shall prevail.
9. Support/Maintenance/Releases. Licensor shall not be obligated to provide you with any support, consulting or maintenance for the Material under this License. Licensor, further, shall not be obligated to provide you with any updates, new versions, new releases, fixes, error corrections, modifications, enhancements or revisions to the Material under this License.
10. Assignment/Transfer. Any transfer, assignment or conveyance, or attempt thereof, of the rights, duties and/or privileges under this Agreement by you shall immediately terminate this License.
11. Modifications/Signatures. The parties acknowledge that facsimile signatures are fully and legally binding. This License can be modified only by a writing signed by both parties. This licensing agreement was made available to all potential users of Tucker International’s On-Line “Materials” via a link and explanation on the Tucker International On-Line Products Login Page on their website (www.tuckerintl.com). By accessing these On-Line “Materials” you are indicating that you are accepting the terms of this licensing agreement.