Table of Contents:
- December 13, 2019
- April 23, 2020
- January 7, 2022
- Last Update: January 8, 2022
Easler Education Inc. shall have the right at any time to change or modify these TOU. Any use of any part of Platform by User after such change(s) shall constitute acceptance by User of such change(s).
For purposes of this Agreement:
1.1 “Account” means Your LMS account and profile, accessed using Your unique username and password.
1.2 “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
1.3 “Your Content” means all visual, audio and audio-visual content and materials that You or Your End Users post or upload to, or disseminate, distribute or transmit through, the LMS or Portal including all videos, pictures, photographs, text, sound clips, posts, comments, graphics, software, advice, recommendations, data, slides, images, files, links, information, chats, and any other content and materials.
1.4 “Course Content” means all text, visual, audio and audio-visual content, files, documents, and materials that We share with you through the LMS or other avenue, including all videos, pictures, photographs, text, course descriptions, course outlines, sound clips, posts, comments, graphics, software, advice, recommendations, data, slides, images, files, links, information, chats, and any other content and materials.
1.5 “Data Protection Legislation” means all applicable laws and regulations relating to the processing of personal data and privacy including the General Data Protection Regulation 2016/679 (“GDPR”), any local legislation implementing or supplementing the foregoing and all associated codes of practice and other guidance issued by any applicable data protection authority, all as amended, re-enacted and/or replaced and in force from time to time. The terms “controller”, “processor”, “process” and “personal data” shall have the meanings given to those terms in such data protection laws and regulations.
1.6 “Documentation” means the user manuals, help guides, whether in print, electronic form, help videos or on-line help functions for the LMS made generally available by WorkTraining.com, as may be updated from time to time.
1.7 “End User” means any individual authorized by WorkTraining.com to access to our Course Content or authorized by You to access and use Course Content, Your Portal, or one or more of Your Sub-Portals.
1.8 “Fees” means the fees payable by You in respect to this agreement, an order for Course Content, or the Package to which You have subscribed, subject to change as provided for in Section 8.2 (Updated Fees).
1.9 “Intellectual Property” or “Intellectual Property Rights” means all intellectual property rights, including all copyright, patent, trade secret, trademark, moral, termination, authorship, rights of publicity, privacy and other proprietary rights.
1.10 “Learning Management System” means the online learning LMS services accessible through https://worktraining.com (or any successor or alternative sites we may inform you of or You may be aware of), including all Course Content, Documentation and software in or accessible through the LMS, excluding Your Content. LMS plans and services that you choose to subscribe to and to which the terms and conditions of this Agreement are applicable are those services selected by You in the License Agreement.
1.11 “License Agreement” means the documents for Package orders for the LMS entered into between You and WorkTraining.com from time to time. License Agreements may be documents in written or electronic form. By executing a License Agreement hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto, and You agree that You shall also remain responsible for the compliance by such Affiliates with this Agreement. License Agreements shall be deemed incorporated herein by reference.
1.12 “Package” means the WorkTraining.com subscription plan to which You have subscribed set out in the License Agreement.
1.13 “Portal” means your Portal and Sub-Portals, together, as applicable.
1.14 “Revisions” means any updates, upgrades, revisions, changes or alterations to the Course Content, the LMS and its features and functionality including, but not limited to, content, hours of availability, software, and equipment needed for access or use.
1.15 “Subscription Start Date” means the date on which Your subscription to the LMS starts, as set forth in an License Agreement.
1.16 “Subscription Period” means the period of time for which you have subscribed to the LMS, as set forth in a License Agreement.
1.17 “Sub-Portal” means the one or more web-based client portals (each with its own unique login domain) established by You on the LMS for the purposes of delivering Content, training, and courses to End Users. Your Package specifies the maximum number of Sub-Portals You may create.
1.18 “Software Support Services” means WorkTraining.com’s software support services offered with Your Package, as more particularly described in the Support Services athttps://worktraining.com/support-servicesand incorporated herein by reference.
1.19 “Portal” means the LMS portal You establish when You create an account on the LMS to deliver Content, training and courses to End Users on our platform.
2. Use of LMS.
2.1 Provision of the LMS. Subject to the terms and conditions of this Agreement and solely to the extent permitted by Your Package, WorkTraining.com hereby grants You a limited, non-exclusive, non-transferable right to access and use the Course Content and LMS to:
2.1.1 create and upload Content to Your Portal and Sub-Portals;
2.1.2 run courses and training for End Users from Your Portal for Your internal business purposes or, if expressly permitted to do so by Your Package, on a commercial basis (i.e. by charging End Users through the E-Commerce Module); and
2.1.3 sublicense the right to access and use Your Portal and Sub-Portal(s) to Your End Users.
3. Use Restrictions.
3.1 Except as expressly permitted by the terms of this Agreement, neither You nor Your End Users shall:
3.1.1 copy, modify, adapt, translate, distribute, sub-license, market, lease, make available, resell, make derivative works of, disassemble, reverse compile or reverse engineer or otherwise reduce to human-perceivable form any part of the Course Content, LMS, or WorkTraining.com Intellectual Property; or discover or disclose the source code, methods and concepts embodied therein, except as may be allowed by any applicable law notwithstanding contractual prohibition;
3.1.2 store, distribute, post, upload or transmit any Content through the LMS (including Your Sub-Portals) that is or is reasonably perceived to be infringing, unlawful or in violation of third-party privacy rights;
3.1.3 introduce any virus, worm, malware, spyware, Trojan horse or other harmful or malicious code to the LMS (including Your Sub-Portals);
3.1.4 intentionally interfere with or disrupt the integrity or performance of the LMS;
3.1.5 access and use the LMS or Course Content in order to (i) build a product or service competitive with WorkTraining.com, (ii) copy any Course Content, ideas, features, functions or graphics of the LMS, or (iii) determine whether the LMS is within the scope of any patent;
3.1.6 interfere with any markings on or in the LMS which refers to WorkTraining.com or includes any of its trademarks or logos;
3.1.7 use the LMS for the purposes of direct marketing or promotion to anyone other than Your End Users and their customers;
3.1.8 suggest or state that WorkTraining.com endorses or supports Your Content or any training or other course You are running;
3.1.9 use the LMS to store or transmit (i) sensitive personal data which could be considered to be special category data pursuant to the Data Protection Legislation, as defined by the GDPR, (ii) any protected health data, as defined in the Health Insurance Portability and Accountability Act of 1996 as amended and supplemented; (iii) financial information protected under the Gramm-Leach-Bliley Act; (iv) information that is subject to Payment Card Industry Data Security Standards or (v) any matter that is export-controlled; or
3.1.10 use the LMS for any illegal, unauthorized or otherwise improper purposes.
4. Your Responsibilities.
4.1 Usage Limits. You are responsible for ensuring that You do not exceed the usage and other limits specified by Your Package. You shall not allow any End User profile to be used by more than one individual person unless it has been reassigned in its entirety to a different individual.
4.2 Account. You are responsible for all use of Your Account, including all Content, regardless of whether undertaken by You, Your employees or a third party (including Your contractors, agents or End Users). You must contact WorkTraining.com immediately if You know or suspect Your Account has been accessed by an unauthorized third party or used in breach of this Agreement.
4.3 Applicable Laws. You shall comply with all applicable laws, regulations, rules and codes with respect to activities relating in any way to Your use or exploitation of the Course Content or LMS.
5.1 Relationship with End Users. Any transactions or terms in relation to the use of the Portal by Your End Users is solely between You and each End User. Other than as specifically provided for herein, WorkTraining.com has no responsibility or liability to Your End Users and nothing herein confers a benefit on any person other than You.
5.2 Your Training Materials. You are solely responsible for providing all training, teaching, courses, instruction and other Content for Your Content for your Portals and End Users. All Content is uploaded at Your own risk and WorkTraining.com recommends that You regularly back-up all Content uploaded onto the LMS.
5.3 Equipment. You and Your End Users are solely responsible for supplying, obtaining, and maintaining all equipment, phone, computer hardware, Internet access and bandwidth needed to properly access and use the LMS and all related charges.
5.4 E-commerce Module. Payments by End Users to You through the e-commerce module available via the LMS are processed by a third-party payment provider. WorkTraining.com has no liability for any claims arising out of or in connection with the processing or failure to properly process any End User payments by the third-party payment processor. You are responsible for any transactions made through the E-Commerce module including compliance with any VAT and/or sales tax liability that may apply.
5.5 Content. WorkTraining.com does not monitor any Content on the LMS (including Your Sub-Portals) but reserves the right (but is not required) to remove, delete and/or destroy any Content that is in breach of this Agreement.
5.6 White Labeling. Certain WorkTraining.com Packages allow You to “white-label” Your Portals. If expressly permitted to do so by Your Package, You are granted the right to brand Your Portals on a white-labelling basis; however, WorkTraining.com may include a hypertext link and/or icon logo with the words “Powered by WorkTraining.com” (or equivalent) at the foot of each page of the LMS.
5.7 No High Risk Activities. You acknowledge that the LMS is not designed or intended for use in high-risk activities including, without limiting the generality of the foregoing, in any direct or active operations of any equipment in any nuclear, aviation, mass transit, or medical applications, or in any other inherently dangerous operation.
5.8 Use of Communication Services. The LMS and Course Content may contain email services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable User to communicate with others (each a “Communication Service” and collectively “Communication Services”). User agrees to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, User agrees that when using the Communication Services, User will not:
- Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.
- Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless User own or control the rights thereto or have received all necessary consent to do the same.
- Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary rights of any party.
- Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another.
- Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages.
- Download any file posted by another user of a Communication Service that User knows, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
- Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
- Restrict or inhibit any other user from using and enjoying the Communication Services.
- Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
- Harvest, crawl, or otherwise collect information about others, including email addresses.
- Violate any applicable laws or regulations.
- Create a false identity for the purpose of misleading others.
- Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof.
WorkTraining.com has no obligation to monitor the Communication Services. However, WorkTraining.com reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. WorkTraining.com reserves the right to terminate End User’s access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. WorkTraining.com reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in WorkTraining.com’s sole discretion. Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; You are responsible for adhering to such limitations. Always use caution when giving out any personally identifiable information in any Communication Services. WorkTraining.com does not control or endorse the content, messages or information found in any Communication Services and, therefore, WorkTraining.com specifically disclaims any liability with regard to the Communication Services and any actions resulting from Your or End User’s participation in any Communication Services. Managers and hosts are not authorized WorkTraining.com spokespersons, and their views do not necessarily reflect those of WorkTraining.com.
6.1 You are entitled to WorkTraining.com’s support services offered with Your Package as more particularly described in the Support Services at https://www.worktraining.com.com/support-services/ which are incorporated by reference to these Terms.
7.1 WorkTraining.com reserves the right to make Revisions to the Course Content and LMS. Any such Revisions shall be considered part of the Course Content and LMS for all purposes of this Agreement.
8.1 Package Fees. You agree to the following, as applicable:
8.1.1 to pay all Fees in accordance with the Package You selected. You may not withhold payment or claim any right of set-off without prior written consent. In addition to any and all rights and remedies available to WorkTraining.com, if payment is not rendered within seven (7) days of its due date, you agree to pay all attorneys’ fees and costs incurred to collect.
8.1.2 that, in accordance with ourNo Refund Policy(available athttps://worktraining.com/refund-policy), we do not accept returns and exchanges of any digitally delivered courses or training materials purchased by and/or shipped to You or End Users. If any physical items purchased are defective, please contact us at [email protected] with details of the product and the defect. If requested, you can send the item you consider defective to:
Easler Education Inc, P.O. Box 1929, Melbourne, FL 32902
8.1.3 that, in addition to any and all rights and remedies available to WorkTraining.com, if any checks are bounced or credit card payments are charged back to the credit card processor or falsely claimed as fraudulent, or if it is falsely claimed that products or services were not delivered, You shall be liable, for a minimum charge back or returned check fee, as applicable, of five hundred dollars ($500.00) plus attorney’s fees and costs.
8.2 Updated Fees. Prices for Course Content are subject to change at any time with or without notice. Package Fees may change over time. If WorkTraining.com revises Your Package Fees, such new Fees shall not apply to the Subscription Period for which you have already subscribed but shall apply to any renewal Subscription Period commencing after the effective date of change in Fees.
8.3 Payment Methods. Unless otherwise mutually agreed upon in writing by both parties, payment for Course Content is due prior to access to Course Content. If you subscribe to a Package, You will provide WorkTraining.com with a valid payment method reasonably acceptable to WorkTraining.com. WorkTraining.com will invoice You in advance and otherwise in accordance with the relevant License Agreement. Unless otherwise stated in the License Agreement, invoiced charges are due upon receipt. If You enroll in the Automatic Bill Payment option, You authorize WorkTraining.com to charge Your credit card for the Fees for the initial Subscription Period and any renewal Subscription Period(s).
8.4 Taxes. All Fees are exclusive of any taxes and duties such as value added tax, sales-and-use tax, import or other duties. You are responsible for paying all taxes and duties at the appropriate rate and in the manner for the time being provided by applicable law.
8.5 Overdue Fees. Unless otherwise agreed upon in writing, if You fail to pay WorkTraining.com all Fees by seven (7) calendar days’ written notice after the due date, WorkTraining.com may, in its sole discretion, without limiting its other rights and remedies, (a) disable access for You and End Users to some or all of the LMS and/or terminate this Agreement; (b) delete and remove Your Portal and Sub-Portal(s) and/or Content. WorkTraining.com will give You at least seven (7) days’ prior written notice that Your account is overdue, before suspending access to the LMS services.
9.1 Term for Course Content Purchases. All obligations found in Section 4 and Section 16 herein shall survive termination or cancellation. Otherwise, the term of access for Course Content purchases by End Users is until course completion, expiration, or as otherwise provided by WorkTraining.com up to five years from initial purchase.
9.2 Term for Package Subscriptions. This Agreement shall have a term commencing on the Subscription Start Date and ending upon the expiration or termination of all License Agreements issued hereunder. Unless terminated in accordance with this Agreement or otherwise provided for in an License Agreement, each License Agreement shall have a Subscription Period of one year commencing on its effective date. The Subscription Period will automatically renew for subsequent 12-month period(s) at the end of the Subscription Period in the License Agreement, unless either party sends the other written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Period. All obligations found in Section 4 and Section 16 herein shall survive termination or cancellation.
10. Cancellation, Suspension, Termination.
10.1 Termination for Convenience. You may terminate this Agreement at any time and from time to time on thirty (30) days’ prior written notice to WorkTraining.com. Unless otherwise agreed upon in writing, WorkTraining.com may terminate this Agreement at any time, without prior notice, and for any reason or no reason at all. On official termination date, Licensee will lose all course content, data, progress, users, and completion data. Licensee agrees that Licensor shall not be liable for any losses as a result of termination, whether for convenience or for cause.
10.2 Termination for Cause. Either party, as applicable, shall have the right, in addition, and without prejudice to any other rights or remedies, to terminate this Agreement as follows:
10.2.1 By WorkTraining.com, upon seven (7) calendar days’ written notice, if You fail to pay the amounts due to WorkTraining.com pursuant to this Agreement;
10.2.2 By either party for any material breach of this Agreement, other than failure to make payments under Section 3, that is not cured within thirty (30) days of receipt by the party in default of a notice specifying the breach and requiring its cure; or
10.2.3 By either party, immediately upon written notice, if (1) all or a substantial portion of the assets of the other party are transferred to an assignee for the benefit of creditors, to a receiver, or to a trustee in bankruptcy, (2) a proceeding is commenced by or against the other party for relief under bankruptcy or similar laws and such proceeding is not dismissed within thirty (30) days, or (3) the other party is adjudged bankrupt.
10.3 You agree that We shall not be liable for any losses as a result of termination, whether for convenience or for cause.
10.4 Suspension. In addition to our rights under Section 8.5 (Overdue Fees), WorkTraining.com may immediately restrict or suspend (on a temporary or permanent basis) Your or any End User’s right to access or use any portion or all of the LMS and/or to delete one or more of Your End Users You if we reasonably determine: Your or an End User’s use of the LMS (i) violates Section 3 (Use Restrictions), (ii) poses a security risk to the LMS or any third party, (iii) violates applicable law or could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent. WorkTraining.com will use commercially reasonable efforts under the circumstances to provide you with advance notice of any suspension under this Section 10.2 and, if practicable, an opportunity to cure any breach or violation prior to any such suspension.
10.5 Refund or Payment upon Termination. In no event shall any termination relieve Customer of the obligation to pay any Fees payable to WorkTraining.com for the period prior to the effective date of termination.
10.6 Effect of Termination.
10.6.1 Upon the effective date of expiration or termination of this Agreement or any License Agreement Subscription Period, You shall immediately cease any further use of the Course Content and LMS. It is Your responsibility to retain the original source of all Your Content and to export Your End User training history prior to expiration or termination. WorkTraining.com reserves the right to delete all Content from the LMS thirty (30) days following the expiration or termination of this Agreement or any License Agreement.
10.6.2 Termination or expiration of this agreement does not affect or prejudice any rights, remedies, obligations or liabilities a party accrued up to the date of termination or expiration or the continuation or commencement of any provision that expressly or by implication is intended to survive the termination or expiration of this Agreement.
11. Intellectual Property.
11.1 Suggestions. Other than Your Content and Your trademarks, You acknowledge that the Course Content, LMS and all Intellectual Property contained therein, is proprietary to WorkTraining.com and its licensors, and WorkTraining.com and its licensors retain exclusive ownership of the same throughout the world. Except for the limited express license granted to You under this Agreement, WorkTraining.com and its licensors retain all right, title or interest in and to the Course Content and LMS. You acknowledge and agree that any ideas, enhancements, improvements, additions or modifications to the LMS suggested by You, and any and all Intellectual Property Rights contained therein, will become WorkTraining.com property, and You hereby assign and agree to assign any and all right, title and interest to any rights in such suggestions to WorkTraining.com.
11.2 Your Content. You hereby grant WorkTraining.com the non-exclusive worldwide, royalty-free right to use, reproduce, store, transmit, perform, adapt or display Your Content solely to the extent required for WorkTraining.com’s provision of the LMS under this Agreement. Subject to the limited rights granted by You hereunder, WorkTraining.com acquires no right, title or interest from You or Your licensors under this Agreement in or to Your Content, including any Intellectual Property Rights therein.
12. Security and Data Protection.
12.1 Security. WorkTraining.com shall maintain industry standard administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Content in accordance with WorkTraining.com’s internal security measures. WorkTraining.com will not access or use Your Content except as necessary to maintain or provide the LMS, or as necessary to comply with the law or a binding order of a governmental body. Unless it would violate the law or a binding order of a governmental body, WorkTraining.com will give you notice of any legal requirement or order referred to in this Section 12 so that You may provide an objection to such disclosure.
12.2 Data Protection. If WorkTraining.com processes any Content comprised of personal data, as defined in the Data Protection Legislation, each party shall duly comply with all of its obligations under the Data Protection Legislation that arise in connection with this Agreement.
12.3 Recording Policy. We reserve the right to video and audio-record students, faculty, staff, and guests during mock collections, demonstrations, and general video/audio calls. These images and audio may be used by WorkTraining.com and its affiliate websites for promotional, education and/or training purposes including use in new and existing courses, newspapers, magazines, press releases, booklets, pamphlets, newsletters, advertisements, videos, associated sites, social media channels, and other materials. Users may opt out of being recorded by sending an opt-out notice to [email protected] If you do not want to participate in photos or videos, please either inform the instructor or stay out of the area of photo/video recording.
12.4 Member Account, Password, and Security. If any of the LMS or its services requires You or End User to open an account, End User must complete the registration process by providing WorkTraining.com with current, complete and accurate information as prompted by the applicable registration form. End User also will choose a password and a user name. End User is entirely responsible for maintaining the confidentiality of End User’s password and account. Furthermore, End User is entirely responsible for any and all activities that occur under End User’s account. You and End User agree to notify WorkTraining.com immediately of any unauthorized use of Your or End User’s account or any other breach of security. WorkTraining.com will not be liable for any loss that You or End User may incur as a result of someone else using End User’s password or account, either with or without End User’s knowledge. However, End User could be held liable for losses incurred by WorkTraining.com or another party resulting from someone else using End User’s account or password. You and End User may not use anyone else’s account at any time, without the permission of the account holder.
12.5 Links To Third Party Sites. THE LINKED SITES ARE NOT UNDER THE CONTROL OF WORKTRAINING.COM AND WE ARE 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. WE ARE NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. WE ARE PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY WORKTRAINING.COM OF THE SITE.
In addition to composing content for publication, WorkTraining.com also allows third parties and Users to host or distribute their content or courses through the LMS. When so doing, WorkTraining.com is a distributor (and not a publisher) of content supplied by You, third parties and End Users. Accordingly, WorkTraining.com has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, End Users or any other user of the LMS, are those of the respective author(s) or distributor(s) and not of WorkTraining.com. Neither WorkTraining.com nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. In many instances, the content available through the LMS represents the opinions and judgments of the respective information provider, End User, or other user not under contract with WorkTraining.com neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on the LMS by anyone other than authorized WorkTraining.com employee spokespersons while acting in their official capacities. Under no circumstances will WorkTraining.com be liable for any loss or damage caused by You or an End User’s reliance on information obtained through LMS. It is the responsibility of You and End Users to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the LMS. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.
13.1 Customer Warranties. Customer warrants that (i) Customer has validly entered into this Agreement and has the legal power to do so and (ii) that WorkTraining.com’s use of Your Content in accordance with this Agreement will not infringe or violate the Intellectual Property Rights of any third party or any applicable law.
13.2 Disclaimers. WorkTraining.com does not guarantee that use of the LMS (including Your Portal) will be uninterrupted or error free at all times and in all circumstances, nor that such interruption or errors will be corrected. WorkTraining.com does not warrant that the Course Content and LMS services will meet Your requirements or that they will be suitable for any particular purpose. It is Your sole responsibility to determine that the Course Content, Portal and LMS meet the needs of Your business or otherwise and are suitable for the purposes for which they are used.
13.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKTRAINING.COM MAKES NO WARRANTIES OF ANY KIND UNDER THIS AGREEMENT OR APPLICABLE SCHEDULE(S) OR EXHIBITS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SERVICES ARE PROVIDED “AS IS”. YOU ACKNOWLEDGE THAT YOU ARE DEALING WITH WORKTRAINING.COM AS A BUSINESS AND NOT AS A CONSUMER.
14.1 Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WORKTRAINING.COM BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING ANY APPENDIX, ADDENDUM OR EXHIBIT HERETO), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, BUSINESS OR BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS OR WASTED MANAGEMENT TIME, WORK STOPPAGE, LOSS, DELETION OR CORRUPTION OF CONTENT OR DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE.
14.2 Limitation of Liability. IN ANY CASE EXCEPT FOR FRAUD OR FRAUDULENT MISREPRESENTATION, IN NO EVENT SHALL WORKTRAINING.COM’S AGGREGATE LIABILITY UNDER THIS AGREEMENT (INCLUDING ANY APPENDIX, ADDENDUM OR EXHIBIT HERETO) EXCEED THE TOTAL SUBSCRIPTION PAYMENTS OR COURSE CONTENT PURCHASES MADE TO WORKTRAINING.COM BY YOU IN THE PRECEDING TWELVE (12) MONTHS, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMITATION. WORKTRAINING.COM IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY YOU, END USERS OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PORTAL AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT.
15.1 Customer Indemnification. You shall defend WorkTraining.com against any claim, demand, suit, governmental action or proceeding (a “Claim”) made or brought against WorkTraining.com by a third party arising out of or in connection with (i) Your use or the use by Your End Users of the LMS or Course Content in violation of this Agreement or any applicable law, (ii) any of Your Content posted, uploaded, distributed, transmitted or disseminated by You or Your End Users via the LMS, or (iii) a dispute between You and any End User, and shall indemnify WorkTraining.com for any damages, fines, attorney fees and costs incurred against WorkTraining.com as a result of, or for any amounts paid by WorkTraining.com under a court-approved settlement of such Claim.
15.2 Procedure. Your indemnification obligations in this Section 15 are subject to (a) prompt notification of any such Claim (provided that the indemnified party’s failure to provide reasonable written notice shall only relieve the indemnifying party of its indemnification obligations hereunder to the extent such failure materially limits or prejudices the indemnifying party’s ability to defend or settle such claim); (b) the transfer of sole control of the defense and any related settlement negotiations to the indemnifying party (provided that the indemnifying party may not settle any Claim unless the settlement unconditionally releases the indemnified party of all liability); and (c) the indemnified party’s reasonable cooperation in the defense of such claim.
15.3 Exclusive Remedy. This Section 15 states Your sole and exclusive rights and remedies, and WorkTraining.com’s entire obligation, responsibility and liability, for infringement or claims alleging infringement.
16.1 Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to the other that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement. This provision does not apply to information which (a) is or becomes publicly known or is readily ascertainable through no act or omission of the receiving Party; (b) is lawfully in the possession of the receiving party before the disclosure took place; (c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; (d) was communicated by disclosing Party to an unaffiliated third party free of any obligation of confidence; and/or (e) is independently developed by the receiving party without use of the confidential information of the disclosing party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Without limiting the foregoing, You shall treat the LMS and any Intellectual Property Rights therein as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without WorkTraining.com’s prior written permission. Each party’s obligations under this Section 16 shall apply at all times during the term of this Agreement and shall survive termination of this Agreement.
16.2 Notice Specific To Documents. Permission to use Documents (such as white papers, press releases, datasheets and FAQs) from the LMS or Course Content is granted, provided that: (1) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear; (2) use of such Documents from the Services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media; and (3) no modifications of any Documents are made. Accredited educational institutions, such as universities, private/public colleges, and state community colleges, may download and reproduce the Documents for distribution in the classroom with express written permission from WorkTraining.com. Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WORKTRAINING.COM AND/OR ITS RESPECTIVE SUPPLIERS AND AFFILIATES MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED AS PART OF THE LMS AND COURSE CONTENT FOR ANY PURPOSE. ALL SUCH DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WORKTRAINING.COM AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL EASLER EDUCATION INC. AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE FROM THE SERVICES. THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THE SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. WORKTRAINING.COM AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED HEREIN AT ANY TIME.
17. DMCA Notice.
17.1 If you feel your copyrights have been violated, please see ourDMCA Policy.
18.1 Publicity. You agree that WorkTraining.com may, subject to Your prior written consent, use Your business name and logo in accordance with any publicly available trademark usage guidelines on its marketing and promotional materials for the LMS, for as long as You use the LMS.
18.2 Force Majeure. Neither party shall be deemed to be in default of this Agreement if it is prevented, hindered or delayed in performing its obligations under this Agreement by acts, events, omissions or accidents beyond its reasonable control including strikes, lock-outs or other industrial disputes (including with respect to its staff), failure of a utility service, Internet access or transport or electronic communications networks, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of equipment, fire, flood storm or default of suppliers or subcontractors.
18.3 Amendment and Waiver. The provisions in this Agreement may only be waived by a party in writing by an express reference to this clause. No delay or neglect on a party’s part in enforcing any provision of this Agreement is a waiver and does not in any way prejudice its right under this Agreement. A waiver by a party of any breach of any provision of this Agreement does not constitute a general waiver of such provision.
18.4 No Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
18.5 Relationship of the Parties. This Agreement does not give rise to any partnership, joint venture, agency or employment relationship between You and WorkTraining.com.
18.6 Notices. Unless expressly stated otherwise herein, any notice, demand, request or delivery required or permitted to be given by a party pursuant to the terms of this Agreement shall be: (y) if to You, to the email address provided, and (z) if to WorkTraining.com, to [email protected] or to any other email address notified to You by us, with written copies of any legal notices sent To Easler Education Inc., 508 N Harbor City Blvd, Melbourne, FL 32935. Notice shall be deemed given (a) when delivered personally, (b) on the next business day after timely delivery to an overnight courier, (c) as of the date received via email.
18.7 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, WorkTraining.com may assign this Agreement in its entirety (including all License Agreements), and its rights or obligations hereunder, without Customer’s consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of WorkTraining.com’s assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
18.8 Survival. For avoidance of doubt, any provisions of the Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of the Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement.
18.9 Severability. If any provisions of this Agreement are held to be unenforceable, illegal or void in whole or in part the remaining portions of this Agreement shall remain in full force and effect.
18.10 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all License Agreements, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any License Agreement, the terms of this Agreement shall expressly prevail, unless such exhibit, addendum or License Agreement expressly references such conflict or inconsistency, in which case the exhibit, addendum or License Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Customer’s correspondence or other documentation (excluding License Agreements) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
18.11 Governing Law. This Agreement will be governed by the laws of the State of Florida, USA without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good faith discussion between the Parties, then it shall be submitted for resolution to a state or Federal court of competent jurisdiction in Orlando, Florida, USA, and the Parties hereby agree to submit to the jurisdiction and venue of such courts. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.