IAITAM Terms and Conditions

 

Notice and Disclosure

In general, you may visit this website without identifying yourself or revealing any personal information.  IAITAM collects domain information from your visit to customize and improve your experience on our website.

Some portions of this website may require you to give us personally identifiable information, which is information that enables us to identify you, such as your name, email or other address.  If you opt to provide us that sort of information, we also may use it for purposes such as verifying your identity, sending you information, or contacting you.  For certain programs, we may make your information available to our business partners, for marketing and other purposes which we believe may be beneficial to you.

 

Choice/Opt-Out

It is our intent to inform you before we collect personally identifiable information, and tell you what we intend to do with it. You will have the option of not providing the information, in which case you may still be able to access other portions of this website, although you may not be able to access certain programs or services.  In certain portions of this website, we also may enable you to "opt out" of certain uses of your information, or elect not to receive future communications or services.

 

Data Security

IAITAM's intent is to strictly protect the security of your personal information; honor your choice for its intended use; and carefully protect your data from loss, misuse, unauthorized access or disclosure, alteration, or destruction.  We have put in place appropriate physical, electronic and managerial procedures to safeguard and secure information we collect online, including the use of encryption when collecting or transferring sensitive data such as credit card information.

 

Data Quality and Access

IAITAM strives to keep your information and data accurate, complete and current.  We will promptly take steps to correct any inaccuracies in your personally identifiable information which we are made aware of.

 

Business Relationships

This website contains links to other websites.  IAITAM is not responsible for the privacy practices or the content of such websites.

 

Public Forums

Portions of this website make chat rooms, forums, message boards, and/or news groups available to visitors.  Please remember that any information that is disclosed in these areas becomes public information and exercise caution when deciding to disclose any personal information.

 

Membership

  • All Memberships are non-refundable
  • All Memberships are non-transferrable
  • All Memberships are valid for one year from the date of purchase
  • IAITAM reserves the right to refuse or cancel membership at any time
  • Individual Membership:  may not be transferred to any other individual or to an organization
  • Corporate Membership:  Corporate membership is valid for all employees within the organization
  • Provider Membership:  Provider membership is valid for all employees within the organization

Training Course Prerequisites

The CSAM or CHAMP courses are recommended prerequisites to the CITAM course. The CSAM and CHAMP courses set the groundwork for the CITAM course and provide the student with the necessary foundation to begin an IT Asset Management program.

 

Training Course Hours

  • Unless otherwise noted, on-location courses begin at 9:00am in their respective time zone; Certification testing is available on-line 24 hours a day during the six (6) months immediately following receipt of the exam notification email 
  • On-line courses commence at their specified date/time which is available in the Events Calendar on the IAITAM website; Certification testing is available on-line 24 hours a day during the six (6) months immediately following receipt of the exam notification email  

 

Certification

The certification examination results are pass/fail. Students must achieve an 85% to pass. The certification exam must be taken on-line within six (6) months of course completion. Certification exam results are provided to the examinee. Employers requesting certification test results must request the results through the student or a release must be signed by the student taking the certification test authorizing IAITAM to release the student’s test results.

In the unfortunate event that a student is incapable of passing the course, the student will receive an instant notification from IAITAM's Exam Center. The first retake for a student is free of charge because the ultimate goal of IAITAM is to enhance the knowledge of each and every course attendee, however re-testing is available to a student only once.  If the student fails to achieve their certification a second time, the student will be required to retake the entire course at their own expense. Retakes must be completed within the initial six months of receiving the exam notification email. 

 

ONLY THOSE INDIVIDUALS THAT COMPLETE AN IAITAM CERTIFICATION COURSE AND PASS THE IAITAM CERTIFICATION EXAM, CONFIRMED BY IAITAM HQ, ARE PERMITTED TO USE THE ACRONYM DESIGNATING INDIVIDUAL COURSE CERTIFICATION.  THIS POLICY WILL BE STRICTLY MONITORED AND ENFORCED.  IF YOU HAVE A QUESTION OR CONCERN, PLEASE CONTACT IAITAM HQ AT INFO@IAITAM.ORG

 

Recertification/Expired Certifications

All professionals certified by IAITAM should participate in the Recertification Program.  IAITAM accepts recertification submissions every month. Recertification must be completed by the anniversary date of your most recent certification or recertification, whichever is most recent.

  • All certified professionals (certified by passing at least one IAITAM certification test) will receive a recertification notice with instructions
  • Recertification happens when you complete the Recertification Program or successfully pass another IAITAM certification exam providing this takes place within one calendar year of your initial certification
  • Certified individuals need only recertify once to renew all Certifications in good-standing (current or recertified through the program or another IAITAM certification)
  • The Recertification Program consists of a short survey as well as an exam consisting of 20 questions pulled randomly from a database
  • A score of 100% is required in order to pass the exam, however the system will allow the user to take the exam as many times as needed and only missed questions will need to be re-answered
  • There is no time limit on taking the exam however, the exam must be successfully completed prior to the end of the month in which the individual’s certification(s) expires in order to keep their certification(s) in good standing
  • Every Monday, the Recertification Program links will be sent to those who purchased the Recertification Program in the previous week (if Monday is a holiday, links will be sent on the next normal business day)
  • A $75 Member / $150 Non-Member processing fee is required for participation in the IAITAM Recertification Program  

Certified professionals who do not recertify are considered expired and must cease using the CSAM, CHAMP, CMAM, CITAD or CITAM designation(s). To become certified again, they must retake and pass the certification exam that coincides with their credentials within 6 months of expiration; more than six months out can only be renewed by taking the full course along with successfully passing the respective certification exam at the course and exam's regular price.

 

Annual Conference Only

All trademarks, trade names, service marks and logos referenced herein belong to their respective companies

 

All IAITAM Events

  • IAITAM reserves the right to use all audio, video, and photographic footage from any IAITAM Event for future IAITAM promotions
  • All registrations are accepted based on IAITAM's approval
  • No one under the age of twenty-one (21) is permitted at any IAITAM Event

Payment

  • Purchase Order:   Terms = net due 30 days. Include a copy of PO with your IAITAM Registration Form
  • Check/Money Order:  Make payable to IAITAM, Inc. and enclose with your IAITAM Registration Form
  • Credit Card:  IAITAM accepts MasterCard, Visa, Amex, and Discover
  • All fees are to be paid in U.S. dollars
  • Payment details are due upon registration
  • Fees must be received by IAITAM prior to the start of the event
  • All fees are subject to change
  • Discounts: Offers cannot be combined, only valid on new registrations, exclude IAITAM Certification testing fees
  • Membership discounts are available directly through IAITAM and IAITAM.org
  • IAITAM is not responsible for unused member benefits; refunds will not be given for unused benefits or products/services purchased in lieu of benefits

Rescheduling and Cancellation Policy

  • Reschedule or Cancellation request must be received in writing by IAITAM at least 91 days prior to the start of the event
    • Notice should be sent to IAITAM at 4848 Munson St. NW Canton, Ohio 44718 or info@iaitam.org
    • Less than 90 days till Education Event = 0% Refund
    • Greater than 91 days till Education Event = 50% Refund
  • IAITAM reserves the right to cancel or reschedule any course. Normally, at least 30 days written notice will be provided to registered attendees. In the event of a course cancellation by IAITAM, any payment made for the cancelled course will be refunded or can be held for another course at IAITAM’s discretion
  • Force Majeure – IAITAM shall not be liable for any failure or delay in the hosting of a course if such failure or delay is caused by fire, flood, strike or other labor interruption, terrorism, war, riot, an act of God, an act of government, insurrection, civil disturbance or other cause beyond IAITAM’s reasonable control

On-site Courses Only

  • Please contact IAITAM directly for information about on-site courses. An on-site specialist will contact you to discuss course dates, facilities, pricing, and any additional requirements
  • On-site courses to be held in the United States must be scheduled at least 60 days in advance of the start of the course
  • On-site courses to be held outside of the United States must be scheduled at least 90 days in advance of the start of the course
  • 50% of the on-site course fee is due upon the scheduling of the course, with the balance due 30 days prior to the commencement of the course
  • Course fees do not include related travel expenses for IAITAM trainer(s). Travel expenses will be billed within 30 days of the end of the course and are due within 10 days of receipt of same
  • All certificates for students passing the certification exam will be issued to a single contact within the organization for distribution
  • A 50% cancellation/reschedule fee of the total on-site course fee will be assessed for any on-site course canceled/rescheduled within 90 days of the start of the on-site course
  • For International travel, the instructor’s airfare will be billed and payable when the course is scheduled along with the fifty percent (50%) payment due.  All additional charges for lodging, meals and incidentals will be invoiced within thirty (30) days of the course completion

Virtual IBPL Advanced Training

Subject to IAITAM Publishing LLC Terms of Use Agreement (See below)

 


 

IAITAM Publishing, LLC Terms of Use Agreement

 

BY DOWNLOADING, ACCESSING OR USING ANY PART OF THE LICENSED PRODUCTS, AS HEREINAFTER DEFINED, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT DOWNLOAD, ACCESS OR USE ANY PART OF THE LICENSED PRODUCTS. 

The IAITAM Publishing, LLC Terms of Use Agreement (the “Agreement”) is made and entered into by and between IAITAM Publishing, LLC (“IPLLC”) and any person, individually or on behalf of another person or any enterprise, corporation or company (collectively hereinafter referred to as “User” “You” or “Your”) who completes the purchase process to access, download, open and use the Licensed Products in accordance with the terms and conditions hereof.

1. Definitions

a. Best Practices BluePrint (“BP BluePrint”) shall mean the synopsis summarizing the twelve (12) volumes comprising the IAITAM Best Practices Library (“IBPL”) provided hereunder for Your use in accordance with the terms and conditions hereof to assist You in understanding how to develop, implement and manage an Information Technology Asset Management Program.

b. Employee Awareness Program (“EAP”) shall mean those components, incorporated herein by reference (the “EAP Components”) provided hereunder for Your use in accordance with the terms and conditions hereof to educate employees on the proper and legal use of Your information technology assets.

c. EAP Components shall mean all materials including but not limited to whitepapers, training materials, posters, samples, forms and any derivatives thereof.

d. IBPL shall mean the IAITAM Best Practices Library comprised of the twelve (12) volumes including the Best Practices BluePrint incorporated herein by reference (the “IBPL Components”) as same may be modified and amended from time to time and any derivatives thereof provided hereunder for Your use in accordance with the terms and conditions hereof to assist You in developing, implementing and managing an Information Technology Asset Management Program.

e. IBPL Components shall mean the twelve (12) volumes including the BP BluePrint as same may be modified and amended from time to time, and any derivatives thereof.

f. IPLLC shall mean IAITAM Publishing, LLC, an Ohio limited liability company.

g. IPLLC Presentations shall mean knowledge-based ITAM training events and functions produced, hosted and broadcast by IPLLC.

h. IPLLC White Papers shall mean ITAM research papers, opinions, thesis, etc. written, published and distributed by IPLLC.

i. IT shall mean information technology.

j. ITAM shall mean IT Asset Management.

k. Licensed Products shall mean EAP, IBPL, IBPL Components, BP BluePrint, IPLLC Presentations and IPLLC White Papers

l. User, You or Your shall mean any person accepting the terms and conditions of this Agreement either individually or on behalf of another person or any enterprise, corporation or company.

m. Virtual Training shall mean the electronic format and distribution of instructor led training.

n. Virtual Training Components shall mean all training materials including, but not limited to, textbooks, workbooks, presentations, video, audio or any combination thereof included in the Virtual Training Product.

2. License

a. Grant of License IPLLC grants You a perpetual, non-exclusive and non-transferable license to use the Licensed Products for Your internal purposes only as such purposes relate to Your IT Asset Management Program.  Any rights not granted to You hereunder shall remain the exclusive property of IPLLC.

 b. Permitted Uses – IBPL, IBPL Components and BP BluePrint

 1. For purposes of developing, implementing and managing Your ITAM Program exclusively, You shall have the right, through the services of Your own employees, to customize the IBPL, IBPL Components and BP BluePrint to fit Your needs (the “User’s Customized IBPL Components”).  You shall be the owner of the User’s Customized IBPL Components; provided, however, IPLLC shall retain ownership of the underlying IBPL Components, and You shall have no interest in such underlying IBPL Components.

 2. You shall be permitted to make copies of the BP BluePrint Components and the User’s Customized IBPL Components as is reasonably necessary to implement Your ITAM Program.

c. Permitted Uses - EAP

 1. For purposes of educating Your employees on the legal, proper and appropriate use of Your IT assets, You shall have the right, through the services of Your own employees, to customize the EAP Components to fit Your needs (the “User’s Customized EAP Components”).  You shall be the owner of the User’s Customized EAP Components; provided, however, IPLLC shall retain ownership of the underlying EAP Components, and You shall have no interest in such underlying EAP Components.

2. You shall be permitted to make copies of the EAP Components and the User’s Customized EAP Components as is reasonably necessary to educate Your employees.

d. Permitted Uses – IPLLC Virtual Training and IPLLC Virtual Training Components

1. For purposes of Your own education and becoming more knowledgeable about IT and ITAM, You shall have the right to download, view and listen to the IPLLC Virtual Training on Your own computer.

2. IPLLC grants You, the individual named at the time of purchase, a perpetual, non-exclusive and non-transferable license to use the Virtual Training Products for Your internal purposes only as such purposes relate to Your IT assets.  Any rights not granted to You hereunder shall remain the exclusive property of IPLLC.

e. Permitted Uses – IPLLC White Papers

1. For purposes of educating Yourself and becoming more knowledgeable about IT and ITAM, You shall have the right to download, print and read the IPLLC White Papers.

2. For purposes of educating and training Your employees and helping them to become more knowledgeable about IT and ITAM, You shall have the right to download, print, copy and distribute the IPLLC White Papers to Your employees.

f. Restricted Uses For All Licensed Products

1. You shall not permit any parent company, subsidiaries, affiliated entities or third parties to use the Licensed Products, any components thereof, any components thereof customized by You or any derivatives of the Licensed Products and their respective components.

2. Except as otherwise permitted pursuant to Sections 2.a. through 2.e. hereinabove, You shall not permit any copying, distribution, rent, lease or sublicensing of all or any part of the Licensed Products, any components thereof, any components thereof customized by You or any derivatives of the Licensed Products and their respective components.

3. Except as otherwise permitted pursuant to Sections 2.a. through 2.e. hereinabove, You shall not be permitted to modify, amend, alter or change in any way the Licensed Products or any components thereof, nor may You prepare derivative works of the Licensed Products and their respective components.

4. You shall not be permitted to use the Licensed Products, any components thereof, any components thereof customized by You or any derivatives of the Licensed Products and their respective components in a consulting-oriented business.

5. Except as otherwise permitted pursuant to Sections 2.a. through 2.e. hereinabove, You shall not be permitted to transmit or share the Licensed Products, any components thereof, any components thereof customized by You or any derivatives of the Licensed Products and their respective components with others outside of Your organization through any means, including but not limited to, over a network, by telephone or electronically.

6. You may not remove any notice of copyright, trademark or other proprietary right from any place where it appears on or in the Licensed Products, any components thereof or any derivatives of the Licensed Products and their respective components.

g. Permitted Assignments Except in the case where You are acquired by another entity by merger, acquisition or operation of law, You may not transfer the Licensed Products, any components thereof, any components thereof customized by You or any derivatives of the Licensed Products and their respective components.  In the event of a change of ownership of the company by merger, acquisition or by operation of law, You may transfer the Licensed Products, any components thereof, any components thereof customized by You and any derivatives of the Licensed Products and their respective components to the surviving entity by providing written notice of such transfer and assignment to IPLLC within thirty (30) days of the merger or acquisition in accordance with Section 10.a. herein below. 

3. Enhancements to the Licensed Products

Any enhancements to the Licensed Products and their respective components may be purchased separately.

4. Fees

You agree to pay IPLLC the fees currently in effect on the day of your acquisition prior to accessing, downloading, using or installing the Licensed Products and any components thereof.

5. Disclaimer of Warranty

a. THE LICENSED PRODUCTS, ANY COMPONENTS THEREOF AND ANY DERIVATIVES OF THE LICENSED PRODUCTS AND THEIR RESPECTIVE COMPONENTS ARE FURNISHED “AS IS” AND ALL WARRANTIES ARE SPECIFICALLY EXCLUDED, WHETHER EXPESS OR IMPLIED, AND INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND WITHOUT WARRANTY AS TO THE RESULTS YOU MAY OR MAY NOT OBTAIN BY IMPLEMENTING AND UTILIZING THE LICENSED PRODUCTS, ANY COMPONENTS THEREOF AND ANY DERIVATIVES OF THE LICENSED PRODUCTS AND THEIR RESPECTIVE COMPONENTS.  BY ACCESSING, DOWNLOADING, INSTALLING AND USING THE LICENSED PRODUCTS, ANY COMPONENTS THEREOF AND ANY DERIVATIVES OF THE LICENSED PRODUCTS AND THEIR RESPECTIVE COMPONENTS, YOU EXPRESSLY ASSUME THE RISK AS TO THE RESULTS ACHIEVED BY IMPLEMENTING AND UTILIZING ANY OF THE LICENSED PRODUCTS, ANY COMPONENTS THEREOF AND ANY DERIVATIVES OF THE LICENSED PRODUCTS AND THEIR RESPECTIVE COMPONENTS.  UNDER NO CIRCUMSTANCES SHALL IPLLC BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE LICENSED PRODUCTS, ANY COMPONENTS THEREOF AND ANY DERIVATIVES OF THE LICENSED PRODUCTS AND THEIR RESPECTIVE COMPONENTS.  YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 9 AND DISCONTINUE USE OF THE LICENSED PRODUCTS, ANY COMPONENTS THEREOF AND ANY DERIVATIVES OF THE LICENSED PRODUCTS AND THEIR RESPECTIVE COMPONENTS.

b. Under no circumstances shall IPLLC be liable for any loss or damage caused by any delay in furnishing the Licensed Products, any components thereof or any derivatives of the Licensed Products and their respective components or any other obligation of IPLLC under this Agreement.

c. Under no circumstance shall IPLLC be liable for any harm caused to Your IT environment by the accessing, downloading, installing or use of the Licensed Products, any components thereof or any derivatives of the Licensed Products and their respective components.

d. IPLLC shall not be liable for any action, cause, claim, damage, debt, demand, liability or loss of business, including reasonable costs and attorneys’ fees, based on Your use of the Licensed Products, any components thereof or any derivatives of the Licensed Products and their respective components.

6. Confidentiality and Proprietary Information; Non-Disclosure

a. Confidential and Proprietary Information.   Confidential and Proprietary Information shall include the Licensed Products, any components thereof and any derivatives of the Licensed Products and their respective components, any and all updates to the Licensed Products and any and all other information furnished by IPLLC to You, whether by a member, director, officer, employee, agent or representative of IPLLC, in whatever format and whether or not marked as “Confidential”, except information which (i) was or becomes generally available to the public other than as a result of disclosure by You or Your shareholders, members, directors, officers, employees, agents or advisors, (ii) was available to You prior to it being furnished to You, or (iii) becomes available to You from a source other than IPLLC subsequent to it being furnished to You by or on behalf of IPLLC; provided, however, that in the case of (ii) and (iii) above, the source of such information was not bound by a confidentiality agreement with IPLLC regarding the same.

b. Non-Disclosure of Confidential and Proprietary Information. You agree that the Confidential and Proprietary Information of IPLLC will be used solely for the purpose of enhancing Your  use and management of Your IT assets and ITAM program, and further agree that the Confidential and Proprietary Information will be kept confidential by You and Your shareholders, members, directors, officers, employees, agents and representatives (collectively, the “Representatives”) who need to know the Confidential and Proprietary information strictly for the purpose of enhancing Your use and management of Your IT assets and ITAM program (it being understood that the Representatives shall be informed of the confidential nature of the Confidential and Proprietary Information, shall be directed to treat the Confidential and Proprietary Information confidentially and not to use it other than in connection with the purposes defined herein, and shall have consented to do so).  In any event, You shall be responsible for any improper use of any of IPLLC’s Confidential and Proprietary Information by Your Representatives.  Furthermore, You agree that You shall not use the Confidential and Proprietary Information of IPLLC for Your own benefit or for the benefit of others other than as provided herein.

7. Your Representations and Warranties

You represent and warrant to IPLLC that:

a. You are over the age of eighteen (18);

b. You have the power and authority to enter into this Agreement and perform Your obligations under this Agreement;

c. You shall comply with all of the terms and conditions of this Agreement; and

d. You have provided accurate and complete registration information, including, without limitation, Your legal name, Your job title, Your email address and the legal name of Your company, its address and its telephone number.

8. Indemnification

You agree to indemnify, hold harmless and defend IPLLC, its members, directors, officers, employees, agents, representatives and affiliates from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorneys’ fees, asserted by any person or entity, arising out of or relating to this Agreement or Your use of the Licensed Products, any components thereof or any derivatives of the Licensed Products and their respective components.

9. Termination

This Agreement is effective until terminated by You or IPLLC or in the event You (i) terminate or suspend Your business operations, (ii) become subject to any bankruptcy or insolvency proceeding under Federal or state law; (iii) become insolvent or become subject to direct control by a trustee, receiver or similar authority; or (iv) have wound up or liquidated, voluntarily or otherwise, your business operations.  IPLLC may terminate this Agreement immediately if You breach any term or condition of this Agreement.  You may terminate this Agreement at any time by destroying the Licensed Products, any components thereof, any derivatives of the Licensed Products and their respective components and the media it was delivered to You in, including all hard copy and electronic formats and any customized components of the Licensed Products created by You, and erasing all copies of the Licensed Products, any components thereof, any derivatives of the Licensed Products and their respective components and any customized components of the Licensed Products residing anywhere in Your IT environment and providing a certificate from an officer of Your company attesting to the termination of the license permitted herein; the effective date of such termination; the destruction of the Licensed Products, any components thereof, any derivatives of the Licensed Products and their respective components, any customized components of the Licensed Products created by You,  and the media, electronic or otherwise, on which the Licensed Products and their respective components were provided to You; and the date of such destruction.

10. General Provisions

a. All notices, consents and other communications required or permitted under this Agreement shall be in writing and either delivered personally, sent by registered or certified mail, postage pre-paid, transmitted by facsimile transmission, or sent by overnight courier to the following address or such other address as IPLLC may specify in accordance with this Section 10. a.   Any such notice mailed in accordance with this Section 10.a. shall be deemed given when so delivered personally or sent by facsimile transmission, or if sent by overnight delivery or certified mail, return receipt requested, upon first attempted delivery.

IAITAM  Publishing, LLC
Attn: Legal Department
4848 Munson St. NW
Canton, Ohio  44718
Facsimile: 330.628.3289

 b. Binding; Nonassignability.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, but otherwise is not intended to confer rights or remedies upon any person other than the parties hereto.  You shall not pledge, mortgage, assign, license or otherwise transfer or dispose of, including by operation of law, in whole or in part, any of the rights and benefits conferred upon You pursuant to this Agreement, except as expressly permitted in this Agreement or as may be consented to in writing by IPLLC.

c. Injunctive Relief.  You acknowledge and agree that any breach of the covenants contained in Sections 2 and 6 may result in material and irreparable harm to IPLLC.  You, therefore, agree that IPLLC has the right to seek an injunction or other equitable relief to enforce this Agreement and any of its provisions, without prejudice to any other rights and remedies it may have. 

d. Severability.  If any term or provision of this Agreement, or any portion of such term or provision or the application of such term or provision to any circumstance is finally determined by binding arbitration or by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, such term, provision or portion of such term or provision shall be ineffective to the extent of such determination, without rendering invalid or unenforceable the remaining terms and provisions of this Agreement, which remaining terms and provisions shall be construed to preserve to the maximum extent possible the intent and purposes of this Agreement.  Any such invalidity or unenforceability in any jurisdiction shall not invalidate or render invalid or unenforceable such term or provision or any portion of such term or provision in any other jurisdiction.

e. Governing Law; Venue.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Ohio as if fully performed therein and without reference to its conflict of laws principles.  All actions to enforce any right under this Agreement must be brought in Cuyahoga County, Ohio, or the United States District Court for the Northern District of Ohio, as their respective jurisdictions may lie, and You consent to personal jurisdiction and venue in these courts for any such actions. You waive any right you may have to demand a jury trial in any action between them.

f. Jurisdiction. THE PARTIES HERETO IRREVOCABLY CONSENT TO THE PERSONAL JURISDICTION AND VENUE OF THE COURT FOR CUYAHOGA COUNTY, OHIO FOR ALL DISPUTES RELATIVE TO THE CONSTRUCTION AND ENFORCEMENT OF THIS AGREEMENT AND FURTHER CONSENT THAT ANY PROCESS, NOTICE, MOTION OR OTHER APPLICATION TO EITHER SUCH COURT OR JUDGE THEREOF MAY BE SERVED OUTSIDE THE STATE IN WHICH THE COURT IS LOCATED BY REGISTERED OR CERTIFIED MAIL OR BY PERSONAL SERVICE, PROVIDED THAT A REASONABLE TIME FOR APPEARANCE IS ALLOWED; PROVIDED, HOWEVER, THAT IF FEDERAL LAW APPLIES, THE FEDERAL DISTRICT COURT FOR THE NORTHERN DISTRICT OF OHIO SHALL HAVE SUCH JURISDICTION.

g. Amendments.  No change to this Agreement shall be valid unless in a writing signed by IPLLC which refers specifically to this Agreement and states its intention to change it.

h. Force Majeure.  To the extent that IPLLC is not able to perform an obligation under this Agreement due to fire, flood, strike or other labor interruption, terrorism, war, riot, an act of God, an act of government, insurrection, civil disturbance or other cause beyond its reasonable control, IPLLC shall not be liable for failing to perform that obligation except that this Section 10.h. may not excuse You from the obligation to pay money to IPLLC that is owed for the Licensed Products in accordance with this Agreement.

i. Third Party Beneficiaries.  This Agreement is not intended, nor shall it be deemed or construed, to create or confer any rights, including, by way of example but not limitation, third party beneficiary rights, to any person or entity other than the parties.

j. No Waiver.  IPLLC may waive any of its rights under this Agreement by an appropriate writing that specifically refers to the contractual right being waived, but a failure by IPLLC to enforce a right, including without limitation, a right arising as a result of a breach of this Agreement, or to insist upon performance of an obligation arising from this Agreement, shall not be construed as a waiver of any of its rights, nor shall it affect the validity of this Agreement or any part of it, and or prejudice IPLLC’s rights regarding any subsequent action.

k. Entire Agreement.  This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all communications, representations and arrangements, whether written or oral (whether given or made before or after the date hereof).  No representations, statements or agreements were made or relied upon by either party, other than those expressly written in this Agreement.