This Terms of Service (“Terms of Service”) is a legally binding agreement made by and between Intellum, Inc. (“Intellum” or “we” or “us” or “our”) and you, personally, and, if applicable, on behalf of the entity for whom you are using the Intellum.com, Exceedlms.com and Rollbook.com web sites (collectively, “you”). This Terms of Service governs your use of the Intellum.com, Exceedlms.com and Rollbook.com web sites owned by us (“Web Sites”) and the services we offer on the Web Sites (“Services”, such as Exceed Learning Management System Access and Packaged Courseware Access), so please read it carefully.
BY ACCESSING OR USING ANY PART OF THE WEB SITES OR THE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS TERMS OF SERVICE. IF YOU DO NOT AGREE TO BE SO BOUND, DO NOT ACCESS OR USE THE WEB SITES OR THE SERVICES.
Intellum reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Services, including the release of new tools and resources, shall be subject to the Terms of Service. Your continued use of the Services or the Web Sites after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at the bottom of the Intellum.com website.
Violation of any of the terms below will result in the termination of your Account.
Account Security
All you need is access to the internet or a web-activated mobile device. Loggin on to Tribe Social is as easy as accessing any other web site, except it’s your company’s secure, invitation-only, private activity stream.
Posted Content
Intellum permits the posting of content (such as files and courseware) during the use of certain Services (“Content”). You are responsible for all Content posted under your Account (even when Content is posted by others who have access under your Account). We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
Restrictions
1. The Services may only be used by individuals and entities who can form legally binding contracts under applicable law. No person under the age of 18 may use the Services.
2. You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
3. Logins may only be used by one person. A single login shared by multiple people is not permitted. You may create separate logins for as many people as are permitted by the Account type you have purchased.
4. You must not attempt to obtain unauthorized access to the Web Sites or the Services
5. You may not use the Services for any illegal or unauthorized purpose. You must not, in the use of the Services, violate any law, rule, or regulation (including but not limited to copyright laws).
6. You must not modify, adapt or hack the Websites or Services or modify another website so as to falsely imply that it is associated with the Websites, the Services, or Intellum.
7. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by Intellum.
8. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Intellum customer, employee, member, or officer will result in immediate Account termination.
9. You must not engage, directly or indirectly, in transmission of “spam,” chain letters, junk mail or any other type of unsolicited solicitation
10. You must not interfere with or damage the Web Sites or the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology.
11. You must not engage in any activity that interferes with any third party’s ability to use or enjoy the Web Sites or the Services.
12. You must not assist or encourage any third party in engaging in any activity prohibited by this Terms of Service.
13. You must not impersonate another person or entity, misrepresent your affiliation with a person or entity, including (without limitation) us, or use a false identity
14. You must not submit false or misleading information to us
Changes to the Web Sites
We may, in our sole discretion, change, modify, suspend, make improvements to or discontinue any aspect of the Web Sites or the Services, temporarily or permanently, at any time without notice to you, and we will not be liable for doing so.
Modifications to the Services and Prices
1. Intellum reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice.
2. Prices of all Services, including but not limited to monthly subscription plan fees to the Services, are subject to change at any time.
3. Intellum shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services.
Cancellation and Termination
1. You are solely responsible for properly canceling your Account. An email or phone request to cancel your Account is not considered cancellation. You can cancel your Account at any time by clicking the “Billing” tab inside of your account and clicking the “Please close my account” link.
2. Once your Account is cancelled, Intellum may delete all Content and all other information (such as user and enrollment records) within the Account.. This Content and information cannot be recovered once deleted.
3. If you cancel a Service before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again.
4. Intellum, in its sole discretion, has the right to suspend or terminate your Account and refuse any and all current or future use of the Services for any reason at any time. Such termination of the Services will result in the deactivation or deletion of your Account or your access to your Account, and the right for Intellum to delete all Content and other information in your Account. Intellum reserves the right to refuse service to anyone for any reason at any time.
Copyright and Content Ownership
The Web Sites and all materials on the Web Sites created or provided by Intellum, including text, graphics, logos, the names Intellum™, Exceed™ and Rollbook™, icons, images, HTML/CSS files, visual design elements, and look and feel are owned by Intellum or its affiliates (“Materials”), and are protected by United States and international intellectual property laws. Note: LMS training reports in CSV format are not considered Materials. No Materials or screenshots containing Materials may be taken from the Web Sites without Intellum’s prior written consent. This consent will contain the specific way(s) in which the Materials may be used. Intellum reserves the right to revoke any of the rights relating to the Materials at any time, and those rights automatically terminate if you violate any terms of this Terms of Service. Upon revocation or termination of such rights, you must destroy all Materials, or derivatives thereof, in your possession. Unauthorized use of any of the Materials may violate copyright law, trademark law, and other laws of the United States and other jurisdictions. All rights not expressly granted herein are reserved.
All courseware and files uploaded by you to the Web Sites are your property and are protected by United States and international intellectual property laws. Intellum cannot, without your prior written consent, remove or alter any trademark, service mark, logo, or any copyright or other intellectual property notices, and will not reproduce, sell, distribute, republish, display, post, transmit, or modify any material, or portion thereof, located on the Web Sites in any form or by any means that you have supplied. Unauthorized use of any material supplied by you may violate copyright law, trademark law, and other laws of the United States and other jurisdictions. All rights not expressly granted herein are reserved.
Privacy Policy
You agree to the terms of our Privacy Policy. Click here to see a copy of our Privacy Policy.
Comments
All comments, feedback, suggestions, ideas, and other submissions that you disclose, submit, or offer to us in connection with your use of the Web Sites or the Services (collectively, “Comments”) will become our exclusive property. Such disclosure, submission, or offer of any Comments shall constitute an assignment to us of all worldwide right, title, and interest in all patent, copyright, trademark, and all other intellectual property and other rights whatsoever in and to the Comments and a waiver of any claim based on moral rights, unfair competition, breach of implied contract, breach of confidentiality, and any other legal theory. You will, at our cost, execute any documents to effect, record, or perfect such assignment. Thus, we will own exclusively all such right, title, and interest and shall not be limited in any way in the use, commercial or otherwise, of any Comments. You should not submit any Comments to us if you do not wish to assign such rights to us. We are and will be under no obligation: (i) to maintain any Comments in confidence; (ii) to pay to you or any third party any compensation for any Comments; or (iii) to respond to any Comments. You are and shall remain solely responsible for the content of any Comments you make.
Indemnification
You agree to hold us and our employees, representatives, agents, attorneys, affiliates, directors, officers, managers, and shareholders (the “Indemnified Parties”) harmless from any damage, loss, cost, or expense (including without limitation, attorneys’ fees and costs) incurred in connection with any third-party claim, demand, or action (“Claim”) brought or asserted against any of the Indemnified Parties arising from, related to, or connected with your use of the Web Sites or the Services. If you are obligated to provide indemnification pursuant to this provision, we may, in our sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limitation of the foregoing, you may not settle, compromise, or in any other manner dispose of any Claim without our consent.
Disclaimer of Warranties
WE PROVIDE THE WEB SITES AND THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT REPRESENT OR WARRANT THAT THE WEB SITES, THE SERVICES, THEIR USE, OR ANY INFORMATION ON THEM: (I) WILL BE UNINTERRUPTED OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES, OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE. WE MAKE NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS TERMS OF SERVICE, AND HEREBY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.
Exclusion of Damages
WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO, OR CONNECTED WITH THE USE OF THE WEB SITES OR THE SERVICES, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.
Limitation of Liability
You expressly understand and agree that Intellum shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Intellum has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Services; (v) or any other matter relating to the Services.
Limitation of Actions
You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connected with your use of the Web Sites, must be filed within one calendar year after such claim or cause of action arises, or forever be barred.
Consent to Jurisdiction and Venue and Selection of Forum
In regard to any action to enforce or interpret this Terms of Service, or otherwise arising out of or relating to this Terms of Service, each party hereto (i) consents and submits to the exercise of personal jurisdiction over such party by either the Superior Court of Fulton County, State of Georgia or the United States District Court for the Northern District of Georgia (referred to as the “Court”); (ii) consents to the exclusive venue in either Court; (iii) waives any and all objections to jurisdiction and venue in either Court; and (iv) waives any objection that either Court is an inconvenient forum. Each party hereto further agrees that jurisdiction and venue concerning any legal or equitable action to enforce or interpret this Agreement, or otherwise arising out of this Agreement, shall rest exclusively in either the Superior Court of Fulton County, State of Georgia or the United States District Court for the Northern District of Georgia, so that any such action shall be brought and defended in either Court.
Governing Law
The terms and provisions of this Terms of Service shall be governed by and construed in accordance with the laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Georgia. The application of the U.N. Convention on Contracts for the International Sale of Goods is hereby excluded.
Additional Terms
This Terms of Service contains the entire understanding between you and us regarding the use of the Web Sites and Services, and supersedes all prior and contemporaneous agreements and understandings between you and us relating thereto.
This Terms of Service will be binding upon each party hereto and its successors and permitted assigns. This Terms of Service and all of your rights and obligations under them may not be assignable or transferable by you without our prior written consent. No failure or delay by a party in exercising any right, power, or privilege under this Terms of Service will operate as a waiver thereof, nor will any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Terms of Service. You are an independent contractor, and no agency, partnership, joint venture, employee-employer relationship is intended or created by this Terms of Service. The invalidity or unenforceability of any provision of this Terms of Service will not affect the validity or enforceability of any other provision of this Terms of Service, all of which will remain in full force and effect.
Technical Support
Technical support is only provided to paying Account holders and is only available via email at support@intellum.com.
Payment, Refunds, Upgrading and Downgrading Terms
1. Upon the end of your 30-day free trial, you will have the option to begin subscribing to a plan for your account. This option will be available for 30 days. To subscribe to the plan you originally registered for, simply log in and click the “You may start billing me now” button. If you would like to subscribe to a different plan, please email us at sales@intellum.com. Upon subscribing to a plan, your card will be billed for the first month of service. Your plan will then automatically renew each month until cancelled.
2. The Services are billed in advance on a monthly basis and are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open Account. In order to treat everyone equally, no exceptions will be made.
3. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
4. You may upgrade or downgrade your plan level at any time, your credit card that you provided will automatically be charged the new rate on your next billing cycle.
5. Downgrading your Services may cause the loss of Content, features, or capacity of your Account. Intellum does not accept any liability for such loss.
6. One person or legal entity may not maintain more than one free Account.
7. If your bandwidth usage exceeds 500 MB/month, or significantly exceeds the average bandwidth usage (as determined solely by Intellum) of other Exceed customers, we reserve the right to immediately disable your Account or throttle your file hosting until you can reduce your bandwidth consumption.
API Terms
Customers may access their Exceed Account data via an API (Application Program Interface). Any use of the API, including use of the API through a third-party product that accesses Exceed, is bound by the terms of this Terms of Service plus the following specific terms:
1. Abuse or excessively frequent requests to Exceed via the API may result in the temporary or permanent suspension of your Account’s access to the API. Intellum, in its sole discretion, will determine abuse or excessive usage of the API. Intellum will make a reasonable attempt via email to warn the Account owner prior to suspension.
2. Intellum reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.
Course Package Usage and Expiration
Course packages are purchased in blocks of 20, 50 and 100 seats. A seat allows a student to take all of the courses in the package during the term of the package. A seat is marked as “used” once a student launches the first course in the package.
Upon the initial purchase of a package, the package expiration date is set one year in the future. Any additional seats purchased during that year period will have expiration dates the same as the initial seats.
Payment and Refund Terms
1. A valid credit card is required for Course Package purchasing.
2. Course Packages are billed in advance and are non-refundable.
3. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
Changes to Courses and Course Packages
Intellum and its content affiliates may from time to time make reasonable modifications to the Courses within the Course Packages on Exceed provided that the overall subject matter, level of content and training efficacy of the Courses are not materially or negatively impacted. Intellum and its content affiliates may also change which courses are in a given Course Package.
Any questions about this Terms of Service should be addressed to support at support@intellum.com.
1. ACCEPTANCE: By accepting these terms or by accessing or using after viewing this license any of the web-based training services (“Services”) listed below which you have selected, you are agreeing to the terms of this Universal On-Line License Agreement (“Agreement”). Please read this Agreement carefully. If you do not accept the following terms, you will not be permitted access to any of the Services.
This is an Agreement between you, either individually or as an authorized representative of a single company, institution or entity, and MindLeaders, Inc. (“Licensor”) relating to access to those Services purchased by you. This Agreement goes into full effect (the “Effective Date”) after you have accepted the terms of this Agreement. Only those terms set forth in this Agreement related to the Services purchased by you shall be applicable to you.
2. TERM: The term of this Agreement shall commence on the Effective Date and shall continue, run concurrently with, and terminate with the Services purchased by you. (“Term”). Once the Term ends, this license will automatically terminate and you will no longer have access to the Services.
3. TITLE: Licensor or its suppliers are the exclusive owners of the Services. Title to the Services, or any copy, modification or merged portion of the Services, shall at all times remain with Licensor.
4. SUBSCRIPTIONS: A “Subscription” is the right for a single natural person to access and use the Services. The number of Subscriptions authorized under this Agreement (“Licensed Subscriptions”) is equal to the number of unique Identification Numbers issued to you by Licensor. Each Licensed Subscription (and its associated Identification Number) can be assigned to only one person at a time, and is not transferable from one individual to another except when an individual terminates employment with you. Only persons to whom Licensed Subscriptions (and associated Identification Numbers) are assigned can access and use the Services. You may assign Licensed Subscriptions (and associated Identification Numbers) only to your employees or paid consultants or agents (for use in conjunction with the work performed by such consultants or agents for you).
5. LICENSE: For each Licensed Subscription, Licensor grants to you, only for your internal business purposes, a temporary, non-exclusive, non-transferable license to access those of the following Services purchased by you, which are more fully described below:
(A) Licensed Courseware. You are hereby granted the right to access and use those MindLeaders’ Courses, Health Insurance Portability and Accountability Act Courses (“HIPAA Courses”), French Collection of Courses, Health & Safety Courseware and the Business Skills Video Courses which you have purchased access to via Intellum. The MindLeaders’ Courses, HIPAA Courses, French Courses, Health & Safety Courseware and the Business Skills Video Courses are sometimes referred to herein collectively as the “Courses”. Plug-ins and other executable files downloaded to you when you display the Courses may be used following the end of the Term, but only for the use of the person to which the Licensed Subscription was assigned as of the end of the license term, and then only if that person remains in your employ.
(B) Instant Mentoring and Reference Library Services. You are hereby granted the right to use Licensor’s Instant Mentoring Services and Reference Library Services according to the terms further expressed below.
6. RESTRICTIONS: You may not: (a) sublicense, assign, transfer, distribute or rent the Services; (b) use, copy or modify the Services, in whole or in part, except as expressly permitted in this Agreement; (c) permit access to the Services by more persons than the number of Licensed Subscriptions; (d) transfer a Subscription (and associated Identification Number) from one individual to another (except upon a termination of employment) or permit persons other than the individuals to whom Subscriptions ( and Identification Numbers) have been assigned to access the Services; (e) take any action designed to unlock or bypass any restrictions on number of users or access to the Services; or (d) access any of the Services after the end of the license term. There are no implied licenses. You agree not to exceed the scope of the licenses granted herein.
7. INSTANT MENTORING: The following terms apply to your use of the Instant Mentoring Services:
MindLeaders’ Instant Mentoring Services (the “Instant Mentoring Services”) consist of certain online support provided to authorized Licensed Users who access MindLeaders’ Courses through the Internet via a MindLeaders’ Web site using Customer supplied and compatible Web browser software. The following terms and conditions are applicable to the licensing of the Instant Mentoring Services:
(A) Online support will be provided through designated online classrooms established for one or more series of MindLeaders’ Courses. Authorized Licensed Users who seek mentoring assistance will be presented a classroom window when accessing a MindLeaders’ Course through the Internet. Subject to the limitations set forth herein, classrooms generally will be monitored by one or more online mentors. Each classroom window will allow authorized Licensed Users to communicate with the online mentors in the designated classroom. Authorized Licensed Users may submit subject matter questions to the online mentor through the classroom window. Online mentors will use commercially reasonable good faith efforts to respond to appropriate subject matter questions submitted by Licensed Users. Generally, responses to questions will either be in the form of an answer to the question, if known by the mentor, or acknowledgement of the question if the mentor is unable to resolve the question online. Questions that cannot be resolved online will be referred to subject matter experts for resolution offline. The Instant Mentoring Services shall only be provided in English.
(B) Subject to the limitations provided herein, the Instant Mentoring Services generally will be available 24 hours per day, seven days per week. Except for scheduled down time, classrooms will be available 24 hours per day to permit communication between Licensed Users and other end users participating in the classrooms. Online mentors will not be available during certain times or under the following circumstances: (i) during one or more shifts on recognized public holidays in the United States of America; (ii) during the holiday period commencing on December 24 and ending on the first business day in January; (iii) and with respect to certain courses where providing substantive responses may constitute the unauthorized practice of law, medicine or other profession which is regulated by a state or states. MindLeaders reserves the right not to provide mentoring services for courseware that ii no longer offers.
(C) The Instant Mentoring Services are being provided by MindLeaders through a contract with a third party provider and are provided by MindLeaders and such third party provider on a best endeavors basis. Neither MindLeaders nor its third party provider shall have any liability whatsoever to Customer or any individual Licensed Users with respect to any or all responses, answers and resolutions to questions submitted by individual Licensed Users, whether such responses, answers or resolutions are communicated through a classroom window.
(D) MindLeaders reserves the right to establish, from time to time, specific Rules of Conduct that will govern all postings, inquiries, questions and other material of any sort submitted through a classroom window. Such Rules of Conduct, if and when established, shall be posted on a designated MindLeaders Web site or will otherwise be made available to Customer for its review.
8. REFERENCE LIBRARY SERVICES: MindLeaders’ Reference Library Services “Referenceware” or the “Reference Library Services” provide Your Licensed Users the right to use the online libraries of third party reference materials, editorial materials, electronic books and other resources offered by NetLibrary, a Division of OCLC Online Computer Library Center, Inc. (“NetLibrary”). The content, features, programs and hours of operation of the Reference Library Services may be expanded, restricted, updated or otherwise changed by NetLibrary in its sole discretion at any time. The following terms and conditions are applicable solely to the licensing of the Reference Library Services:
(A) Each of Your Licensed User’s rights to use the Reference Library Services are expressly subject to the following restrictions and You are responsible for ensuring that all of Your Licensed Users accessing the Reference Library Services comply with these restrictions: (i) Your Licensed Users may not reproduce, retransmit, distribute, sell, license, sublicense, publish, broadcast or circulate any content or other materials accessed through the Reference Library Services; (ii) access to the servers for the Reference Library Services is restricted to conventional, non-accelerated Web browsers, and Your Licensed Users may not use any product, Web browser or any browser feature that significantly accelerates the speed of page downloads, such as NetJet, NetSonic, MSIE Crawler, Teleport-Pro, and similar tools; (iii) Your Licensed Users may not use Web robots, crawlers, wanderers or spiders in connection with the Reference Library Services; (iv) Your Licensed Users must not use Reference Library Services for any purpose that is unlawful, defamatory, obscene, abusive, sexually explicit, racist, threatening or encouraging of conduct that would constitute a criminal offense or give rise to civil liability actions; (v) Your Licensed Users must comply with the terms of use as presented by MindLeaders upon each Licensed User’s access to the Reference Library; and (vi) Your Licensed Users must also comply with the Terms of Use published by NetLibrary at the following website, or elsewhere as redirected: http://www.NetLibrary.com/TermsOfUse.aspx. If either MindLeaders or NetLibrary detects or becomes aware of any failure to comply with any of these restrictions, it may suspend that Licensed User’s access to the Reference Library Services;
(B) All content included in the Reference Library Services is the property of third party publishers or copyright holders, and is protected by copyright and other laws relating to proprietary rights. All software used on the Web sites for the Reference Library Services is the property of MindLeaders or NetLibrary or their software providers and is protected by copyright and other laws. MindLeaders, NetLibrary and their content providers and software suppliers retain all rights in their respective properties worldwide. NetLibrary is an intended third party beneficiary of the Reference Library Services portion of this License Agreement and may enforce the rights granted to it hereunder directly against you;
(C) MindLeaders and NetLibrary represent and warrant to you that the Reference Library Services will not infringe upon any copyright, patent, trade secret or other proprietary right of any third party. You will indemnify and defend MindLeaders and NetLibrary from and against any loss, damage, liability, cost or expense arising out of (i) the breach of the license by Your Licensed Users of the Reference Library Services; and (ii) the misuse of the Reference Library Services license by Your Licensed Users;
(D) You understand and agree that any use of the Reference Library Services and the content therein by You or Your Licensed Users is entirely at Your and Your Licensed Users’ own risk. You agree to take appropriate measures to safeguard your data and information from malfunctions of the Reference Library Services;
(E) EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THE REFERENCE LIBRARY SERVICES AND ITS CONTENT ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND. MINDLEADERS, NETLIBRARY AND THEIR RESPECTIVE AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS, AND SUPPLIERS EXPRESSLY DISCLAIM ANY SUCH WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREEDOM FROM VIRUSES. NEITHER MINDLEADERS NOR NETLIBRARY WARRANT THAT THE OPERATION OF THE REFERENCE LIBRARY SERVICES WILL BE ERROR FREE OR WITHOUT INTERRUPTION. ALL LIABILITY WITH RESPECT TO THE ACCURACY, RELIABILITY AND/OR QUALITY OF THE THIRD PARTY CONTENT SHALL REMAIN WITH THE RESPECTIVE CONTENT PROVIDER, AND YOU SHALL HAVE NO REMEDY AGAINST MINDLEADERS OR NETLIBRARY WITH RESPECT TO THE SAME. NEITHER NETLIBRARY NOR ITS CONTENT PROVIDERS WARRANTS, GUARANTEES OR MAKES ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF LIBRARY’S NL WEBSITE OR THE CONTENT THERE.;
AND
(F) IN NO EVENT SHALL MINDLEADERS, NETLIBRARY AND THEIR RESPECTIVE AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS OR SUPPLIERS (INCLUDING, WITHOUT LIMITATION, CONTENT PROVIDERS) BE LIABLE TO YOU, OR ANYONE CLAIMING THROUGH YOU, FOR (i) INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (ii) ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH YOUR OR YOUR LICENSED USERS’ USE OF THE REFERENCE LIBRARY SERVICES, THE PERFORMANCE OR NON-PERFORMANCE OF THE REFERENCE LIBRARY SERVICES OR THE CONTENT ACCESSIBLE THROUGH THE REFERENCE LIBRARY SERVICES, EVEN IF THE POSSIBILITY OF SUCH DAMAGES WAS FORESEEABLE; AND (iii) THE LIABILITY OF MINDLEADERS, NETLIBRARY AND THEIR RESPECTIVE AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS AND SUPPLIERS (INCLUDING, WITHOUT LIMITATION, CONTENT PROVIDERS) HEREUNDER IS LIMITED SOLELY TO YOUR DIRECT DAMAGES, NOT TO EXCEED THE FEES PAID BY YOU IN THE THEN PRECEDING TWELVE(12) MONTHS AS ALLOCABLE TO THE REFERENCE LIBRARY SERVICES.
9. FRENCH COLLECTION OF COURSES: The following supplemental terms apply to your use of the French Collection of Courses:
(A) The French Collection of Courses was developed and is supplied by Edu-Performance. MindLeaders shall have no liability whatsoever to Customer or with respect to such Courses. End Users shall not be considered third party beneficiaries under this Agreement and MindLeaders shall have no liability whatsoever to such End Users with respect to the Edu-Performance Courses.
(B) The License Fee paid for Courseware includes telephone support (from 8 A.M. to 6:00 P.M., E.S.T., Monday through Friday) on the use and operation of the Courseware during the License term. MindLeaders telephone support is available by calling MindLeaders toll free number, 800-223-3732, and electronic troubleshooting is available 24 hours per day, 7 days per week by logging on to MindLeaders website on the World Wide Web at http://www.mindleaders.com. E-mail support is available by using the support request form at the bottom of the Support page at http://www.mindleaders.com. Issues may be reported any time day or night. Issues arriving at MindLeaders after the normal working hours will be addressed the next business morning. Please be advised however, all MindLeaders technical support is in the English language only. Any support issues beyond use and operation of the Courseware will be routed to Edu-Performance for resolution. Edu-Performance technical support is available weekdays from 9:00 a.m. to 5:00 p.m. (Eastern Standard Time). Edu-Performance technical support telephone number is 1-888-EDU-PERF (338-7373).
10. HEALTH & SAFETY COURSEWARE: These supplemental terms apply to your use of the Health & Safety Courseware: The Health & Safety Courseware was developed and is supplied by Frontline Data Solutions, Inc. Any support issues beyond use and operation of the Courseware will be routed to Frontline Data Solutions for resolution. Their technical support is available weekdays from 8:00 a.m. to 4:30 p.m. (Central Standard Time). Frontline Data Solutions technical support telephone number is 979-285-3650.
11. MINDLEADERS’ PluS: The MindLeaders’ Personal Learning Service (“MindLeaders PLuS”) includes the following: a Personal Learning Plan created for each Licensed User up to four (4) times per year by a Personal Learning Advisor; the PLuS Tool or Service and a twelve-month license term to use the Courseware, the Business Skills Video multimedia and the Combined Technical and End User Subscription Plans identified above. Each MindLeaders’ PLuS per user license is valid for a twelve (12) month period commencing on the License Start Date, with no carryover to subsequent annual terms. All Licensed User profiles shall be the sole property of MindLeaders.
12. CHARGES AND PAYMENT: You agree to pay all charges for your use of the Services in the currency in which the charges are billed and at the prices displayed to you as of your selection of the Services. All charges are exclusive of value added, sales or other taxes, which you agree to pay. Payment must be made by credit card designated by you for Intellum’s use during the Services registration process, and access charges are payable on the Effective Date. If payment is not received by Intellum from the card issuer or its agents, you agree to pay all amounts due upon demand of Intellum Your card issuer’s agreement governs your use of your designated card, and you must refer to that agreement and not this Agreement with respect to your rights and liabilities as a cardholder.
13. WARRANTY: EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN THE SERVICES AND THEIR CONTENT ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE) FOR THE SERVICES. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, NONINFRINGEMENT, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU, THE USER. LICENSOR AND LICENSOR’S DIRECT AND INDIRECT SUPPLIERS DISCLAIM ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR ANY PURPOSE, PARTICULAR, SPECIFIC OR OTHERWISE, OR NONINFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
Licensor does not warrant that the functions contained in the Services will meet your requirements or expectations or that the operation of the Services will be entirely error free.
14. LIMITS OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR LICENSOR’S DIRECT OR INDIRECT SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, EVEN IF LICENSOR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
15. TERMINATION: Upon the violation of any of the provisions of this Agreement, your right to access the Services shall automatically terminate.
16. EXPORT LIMITATIONS: None of the Services or underlying information or technology may be displayed, downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By agreeing to the terms of this Agreement, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.
17. GOVERNMENT USERS: This Agreement defines the rights of any United States Government user to the Services, except where contrary to law. In the event applicable law does not permit this license to define the rights of United States Government users, the Services are provided with RESTRICTED RIGHTS, and use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (a) (14) of the Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation clause DFARS 252.227-7014 (JUN 1995), or subparagraphs (c) (1) and (2) of the Commercial Computer Software Restricted Rights clause, FAR 52.227-19 (JUN 1987). The Manufacturer is MindLeaders.com, Inc.
18. GENERAL: If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement shall be governed by the local laws of the State of Ohio, United States of America, without regard to its choice of law rules. In addition, the parties consent to the exclusive personal jurisdiction and venue of competent local or federal courts residing in Franklin County, Ohio.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND, BY CLICKING THE BUTTON MARKED “I ACCEPT” INDICATE YOUR ACCEPTANCE OF ITS TERMS AND CONDITIONS. YOU ALSO AGREE THAT THIS IS THE COMPLETE AGREEMENT BETWEEN YOU AND LICENSOR AND IT SUPERSEDES ANY OTHER INFORMATION YOU MAY HAVE RECEIVED RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
