Terms of Service
Date of Last Revision: January 17, 2017
e-Learning Consulting, LLC ("eLearning Consulting") provides a collection of tools and resources to
create, host, deliver and track courses (collectively, the "Services"). The following are the terms and
conditions for use of the Services (the "Terms"), along with any amendments
thereto and any operating rules or policies that may be published from time to
time by eLearning Consulting. You agree that you have read and understand, and have the
capacity and authority to accept, agree to and be bound by these Terms.
Service and Terms
The Services are provided subject to these Terms and any
operating rules or policies that eLearning Consulting may publish from time to time
(collectively, the "Agreement"). eLearning Consulting may make changes or modifications
to this Agreement at any time, and such changes or modifications are effective
immediately upon the earliest of (a) eLearning Consulting's email notification to you
advising you of such changes or modifications, (b) your electronic acceptance
of this Agreement after such changes or modifications have been made to this
Agreement as indicated by the "Date of Last Revision" date at the top of the
Terms, or (c) your continued use of the Services after eLearning Consulting posts the
updated Agreement to e-LearningConsulting.com. In addition, when using particular
eLearning Consulting services, Customer and eLearning Consulting will be subject to any posted
guidelines or rules applicable to such Services that may be posted from time to
- Customer will be one party to this contract. eLearning Consulting will be the other contracting party.
The Services are available only to persons who can form
legally binding contracts under applicable law. Without limiting the foregoing,
the Services are not available to individuals under the age of 18. If you do
not qualify, please do not use the Services.
The Services provides a collection of tools and resources to
create, host, deliver and track courses. In addition,
the Services may include migration services relating to your use of the
eLearning Consulting's tools and resources.
Customer must complete a registration form in order to use
the Services. Customer will provide true, accurate, current, and complete information
about Customer as requested in the registration form, and will update the
information to keep it current. As part of the registration process, Customer
will identify an email address and password for Customer's eLearning Consulting account.
Customer is responsible for maintaining the security of Customer's account,
passwords, and files, and for all uses of Customer's account and of the
Services in Customer's name. eLearning Consulting reserves the right to refuse
registration of, or cancel, accounts it deems inappropriate.
- eLearning Consulting acknowledges that eLearning Consulting is responsible for the security of credit cardholder data to the extent that eLearning Consulting has control of that data. To that end, eLearning Consulting undertakes regular assessments consistent with the Payment Card Industry Data Security Standards.
Restrictions and Responsibilities
This is an Agreement for Services, and Customer is not
granted a license to any software by this Agreement. Customer will not,
directly or indirectly: reverse engineer, decompile, disassemble, or otherwise
attempt to discover the source code, object code, or underlying structure,
ideas, or algorithms of or included in the Services or any software,
documentation or data related to the Services ("Software"); modify, translate
or create derivative works based on the Services or any Software; or copy
(except for archival purposes), distribute, pledge, assign or otherwise
transfer or encumber rights to the Services or any Software; use the Services
or any Software for timesharing or service bureau purposes or otherwise for the
benefit of a third party; or remove any proprietary notices or labels.
Customer represents, covenants, and warrants that Customer
will use the Services only in compliance with these Terms, eLearning Consulting's
") and all applicable laws (including but not limited to policies and
laws related to spamming, privacy, obscenity, or defamation). Customer may not
access or otherwise use third party mailing lists in connection with preparing
or distributing unsolicited email to any third party. Customer hereby agrees to
indemnify and hold harmless eLearning Consulting and its Content Providers and the
respective directors, officers, employees and agents of each against any
damages, losses, liabilities, settlements, and expenses (including without
limitation costs and reasonable attorneys' fees) in connection with any claim
or action that arises from an alleged violation of the foregoing. Although
eLearning Consulting has no obligation to monitor the content provided by Customer or
Customer’s use of the Services, eLearning Consulting may do so and may remove any such
content or prohibit any use of the Services it believes may be (or alleged to
be) in violation of the foregoing.
For every email message sent in connection with the
Services, Customer acknowledges and agrees that the recipient has agreed to
receive such communication and that Customer will not engage in the act of
sending unsolicited emails.
In using the varied features of the Services, Customer may
provide information (such as name, contact information, or other registration
information) to eLearning Consulting. eLearning Consulting may use this information and any
technical information about Customer's use of this website to tailor its
presentations to Customer, facilitate Customer's movement through this website,
or communicate separately with Customer. eLearning Consulting will not provide
information to companies Customer has not authorized, and eLearning Consulting will not
authorize the companies that get such information to sell and redistribute it
without Customer’s prior consent.
Customer acknowledges and agrees that: (a) the Services
including without limitation, any modifications, enhancements and updates, and
any originals and copies thereof, in whole or in part, and all intellectual
property rights therein (collectively, "Proprietary Information") are owned by
eLearning Consulting and/or its third party sponsors, partners, and other co-branders
(collectively, "Content Providers"), (b) the Proprietary Information contains
valuable copyrighted material and is protected by U.S. and international
copyright and other intellectual property laws, (c) the Proprietary Information
is licensed, rather than sold, to Customer pursuant to these Terms, and (d)
Customer has no rights in the Proprietary Information, other than the rights
and licenses granted to Customer herein.
eLearning Consulting Trademarks. "eLearning Consulting", "Course4You" and our logos (both
words and design) either are trademarks, service marks, or registered
trademarks of eLearning Consulting or its Content Providers, and may not be copied,
imitated or used, in whole or in part without eLearning Consulting's prior express
written consent or that of our Content Providers. In addition, all page
headers, custom graphics, design and user interface elements, and scripts are
service marks, trademarks, and/or trade dress of eLearning Consulting and may not be
copied, imitated, or used, in whole or in part without our prior written
permission, which consent may be withheld in our sole discretion. All other
marks or logos not owned by eLearning Consulting are the property of their respective
Reservation of Rights. Except for the rights expressly
granted to Customer pursuant to these Services, Customer acknowledges that it
has no right, title or interest in or to this website, the Services or
Proprietary Information. All rights not expressly granted by eLearning Consulting in
these Terms are hereby reserved by eLearning Consulting. There are no implied rights.
Term and Termination
Customer may terminate this Agreement at any time. See also Section
7 below (Fees and Payment; Upgrade, Downgrade and Cancellation of Services) for
more information regarding termination of this Agreement or related Services.
eLearning Consulting may terminate this Agreement or the Services at
any time with or without cause, and with or without notice. eLearning Consulting will
have no liability to Customer or any third party because of such termination.
Upon termination or expiration of this Agreement by either
party for any reason, (a) eLearning Consulting will cease providing the Services, (b)
you will not be entitled to any refunds of any usage fees or any other fees,
pro rata or otherwise and (c) any outstanding balance owed to eLearning Consulting for
your usage of the Services through the effective date of such termination or
expiration will immediately become due and payable in full. All sections of
this Agreement which by their nature should survive termination will survive
termination, including, without limitation, warranty disclaimers and
limitations of liability.
Upon termination or expiration of this Agreement by either
party for any reason, eLearning Consulting may delete any Customer archived data within
30 days after the date of termination.
Disputes Regarding Account or Site Ownership
The entity or person creating a eLearning Consulting account and
designated as the owner will be deemed the account owner. For security reasons,
only the account owner or the point of contact designated by the account owner
will be allowed to make changes, cancellations, or designate a new point of
contact. Disputes sometimes arise between or among multiple persons claiming
ownership of or rights in a site, store or account.
eLearning Consulting is not
obligated to, and will not, resolve any such disputes.
If multiple persons are claiming ownership of or rights in a
site, store or account, and, in eLearning Consulting's sole judgment, there is
uncertainty as to the ownership of or rights in such site, store or account,
then eLearning Consulting will, to the extent of its knowledge and ability, notify such
persons of the dispute and demand that such persons promptly, conclusively, and
finally resolve the dispute in a manner which makes clear who the owner(s)
and/or interest holder(s) is/are and in a manner which relieves eLearning Consulting of
all liability and obligations concerning the dispute and such site, store or
account. If the disputing persons fail to resolve the dispute within what
eLearning Consulting, in its sole judgment, deems to be a reasonable time, then
eLearning Consulting, at its sole option and without any obligation to do so, may
suspend or terminate the account until such persons resolve such dispute and
reach certainty regarding ownership of or rights in such website, store and/or
account. The person or persons conclusively and finally determined by court
order, binding arbitration or settlement agreement to be the rightful owner(s)
or interest holder(s) of such website, store and/or account will be obligated
to pay all amounts due and comply with the then current eLearning Consulting policy
regarding transfers of accounts, if required, to transfer ownership of the
site, store and/or account to the rightful owner. Failure of the rightful owner
of such site, store and/or account to timely pay in full all of such amounts
will be deemed a breach of these Terms and will subject the account to
Customer's Name and Trademarks; Customer Feedback; Customer
Name and Trademarks. Customer hereby grants eLearning Consulting a non-exclusive right and license to use Customer’s name and such of Customer’s trade names, trademarks, service marks and logos ("Customer’s Marks") as are used by Customer on Customer’s hosted sites in connection with this Agreement, and images and publically-facing information about Customer on Customer’s hosted sites including, but not limited to, screenshots of Customer’s hosted sites and associated photographs appearing on Customer’s hosted sites ("Customer Public Information and Images"): (a) on eLearning Consulting's own websites describing and promoting eLearning Consulting's Services, (b) in printed and online advertising, publicity, directories, newsletters and updates describing and promoting eLearning Consulting's Services, and (c) in applications reasonably necessary and ancillary to the foregoing. Customer (i) represents and warrants to eLearning Consulting that Customer has all necessary rights to grant eLearning Consulting the foregoing rights, and (ii) agrees that neither Customer nor anyone else will be entitled to any compensation for eLearning Consulting's exercise of the foregoing rights.
Customer Voluntary Suggestions. Some of the features of this website or
the Services found at this website may allow Customer to view, post, publish,
share, store, or manage (a) ideas, opinions, recommendations, feedback or
Customer Feedback"), or (b) literary, artistic or other content,
including but not limited to photos and videos ("
(Customer Feedback together with Customer Submissions, "Customer Voluntary Suggestions"). By
providing Customer Voluntary Suggestions to eLearning Consulting via any method (e.g. site submission,
email, survey responses, etc.), Customer represents and warrants to eLearning Consulting
that (i) Customer has all necessary rights to distribute Customer Voluntary Suggestions via
this website or via the Services found at this website, either because Customer
is the author of the Customer Voluntary Suggestions and has the right to distribute the same,
or because Customer has the appropriate distribution rights, licenses and/or
permissions to use, in writing, from the copyright or other owner of the
Customer Voluntary Suggestions, and (ii) Customer does not violate the rights of any third
party by providing the Customer Voluntary Suggestions.
License to eLearning Consulting. eLearning Consulting will have the right to
use and disclose any Customer Voluntary Suggestions posted to eLearning Consulting's corporate
websites or submitted directly to eLearning Consulting for any lawful purpose. In no
event will Customer or anyone else be entitled to any compensation or
acknowledgement for v's use of any Customer Voluntary Suggestions. Customer's
provision of Customer Voluntary Suggestions is entirely voluntary and will not create any
confidentiality obligation for eLearning Consulting. By submitting Customer Voluntary Suggestions,
Customer hereby grants eLearning Consulting an irrevocable, perpetual, transferable,
non-exclusive, fully-paid-up, royalty-free, worldwide license (sublicensable
through multiple tiers) to: (a) use, copy, distribute, reproduce, modify,
create derivative works of, adapt, publish, translate, publicly perform, and
publicly display Customer Voluntary Suggestions (or any modification thereto), in whole or in
part, in any format, medium or application now known or later developed, and (b)
use (and permit others to use) Customer Voluntary Suggestions in any manner and for any
purpose (including, but not limited to, commercial purposes) that eLearning Consulting
deems appropriate in its sole discretion (including, but not limited to, to
incorporating Customer Voluntary Suggestions (or any modification thereto), in whole or in
part, into any technology, product or service. The provisions in this Section
apply specifically to eLearning Consulting's use of Customer Voluntary Suggestions posted to
eLearning Consulting's corporate websites or submitted directly to eLearning Consulting, and not to Customer’s hosted sites. Customer will be solely responsible for any and all of
the Customer Voluntary Suggestions that are submitted through Customer’s account, and the
consequences of, and requirements for, distributing it.
Discussion Areas. eLearning Consulting makes no representations or warranties with
respect to any forums, blogs, private messages, emails, or other electronic
discussion mediums made available on or via the Services (collectively, "Discussion Areas") or with respect to any messages, information, or materials
contained in the Discussion Areas. Customer's use of, or reliance upon, any
such messages, information, or materials is at Customer's sole risk and
expense. eLearning Consulting does not, and cannot, review all of the information and
materials provided in the Discussion Areas and has no responsibility or
liability for any such information or materials or their use. If eLearning Consulting becomes
aware of any information or materials that it determines violate these Terms or
the Discussion Areas' policies promulgated by eLearning Consulting from time to time or
that eLearning Consulting otherwise deems inappropriate in its sole discretion,
eLearning Consulting reserves the right to delete, move, or edit any such information or
Export of Services or Technical Data
Customer may not remove or export from the
United States or allow the export or re-export of the Services, or any direct
product thereof, including technical data, in violation of any restrictions,
laws, or regulations of the United States or any other applicable
Fees, Payment and Cancellation of Services
Fees. In consideration of the Services provided, Customer
will pay eLearning Consulting all fees due according to the prices and terms listed on
this website. eLearning Consulting reserves the right to modify its pricing and terms at
any time, and such changes or modifications will be posted on this website and
effective immediately upon the next renewal, billing period, upgrade or
downgrade of the Services with and/or without notice to Customer. All payments
Taxes. All fees are exclusive of all federal, state, and/or
other governmental sales, goods and services, value-added, harmonized or other taxes, fees
or charges. Customer shall be responsible for all sales, goods and services, value-added, harmonized or other taxes, fees or charges.
Billing Policies and Cycles. All billing invoices and
payment notifications will be maintained directly in Customer's Account Portal.
The billing cycle begins on the day Customer converts registers for the course hosting service (the "Billing Date") and is due on that day each month, partial year or year
thereafter, depending on the Service plan selected and billing terms for
individual Services. Billing related to the purchase of Software are
billed once these products/services have been purchased by Customer.
Payments. A valid credit card is required for accounts to
process payment for Services. eLearning Consulting will automatically charge Customer's credit card
on file based on Customer's billing cycle (monthly, partial yearly or yearly,
depending on the Services selected and billing terms for individual Services)
until Customer validly terminates the Services. Fees for prepaid Services are
based on Services purchased, regardless of actual usage and payments made for
such Services are NON-REFUNDABLE. eLearning Consulting DOES NOT PROVIDE REFUNDS OR
CREDITS FOR ANY PARTIAL DAYS, MONTHS OR YEARS AND DOES NOT PROVIDE REFUNDS TO
CUSTOMERS WHO DO NOT USE THEIR ACCOUNTS OR LOG IN.
Payments for some of eLearning Consulting
Services are made in arrears and are based on Customer's actual usage within the month.
These eLearning Consulting Service fees due each month will be calculated based on
Customer's usage for the preceding 30 days.
Unpaid Accounts. Unpaid amounts are subject to a late
payment charge of 1.5% per month, or the maximum legal rate allowed by law,
whichever is less. If payment is not received within 30 calendar days of the
billing date, eLearning Consulting will automatically revoke access to Customer's
account. eLearning Consulting may or may not contact Customer directly to notify
Customer of its unpaid account. Accounts past due over 90 days will
automatically be deactivated.
Disputed Charges/Billing Inquiries. It is Customer's
obligation to review all charges for accuracy. Customer has 30 days from the
date of billing to contact eLearning Consulting and/or dispute the charge. Failure to do
so within the specified time frame will constitute Customer's agreement that
all charges are valid and Customer thereby waives any claims it may have had
regarding such charge.
Cancellations. eLearning Consulting Services will continue in effect
until Customer validly terminates the Services. Customer must notify eLearning Consulting of its intent to terminate
prepaid Services at least 5 calendar days before the billing renewal date. If
notice is not received before such date, such Services will automatically renew
for the subsequent renewal period. For example, if a month-to-month customer is
billed on October 9th for monthly prepaid Services from October 9th to November
8th and such customer provides a valid notice to terminate its account on
November 6th, Customer will automatically be charged for prepaid Services from
November 9th to December 8th and the prepaid Services will terminate on
December 8th. If the same customer provides notice to terminate its account on
November 4th, then the account will terminate on November 8th and such customer
will not be charged for any further prepaid Services on such account.
Refunds. There are no refunds for the purchase of Software. There are no refunds for Services cancelled by the Customer or termninated by eLearning Consulting.
Prohibited Offerings. Customer may not utilize the Services for unlawful, obscene, offensive or fraudulent content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive or deceptive messages, viruses or harmful code, or violating third party rights.
Profanity. Profanity, profane or otherwise inappropriate
subject matter in the site content and in the domain name are prohibited.
Private Information and Images. Customers may not post or
disclose any personal or private information about or images of children or any
third party without the consent of such party (or a parent's consent in the
case of a minor).
Violations of Intellectual Property Rights. Any violation of
any person's or entity's intellectual property rights, rights of privacy,
rights of publicity or other personal rights is prohibited. eLearning Consulting may
remove or block access to content appearing on or through the Services upon
receipt of proper notice of copyright infringement (see "Reporting Claims of
Copyright Infringement" below).
Misrepresentation of Transmission Information. Forging,
misrepresenting, omitting, or deleting message headers, return mailing
information and/or Internet protocol addresses to conceal or misidentify the
origin of a message is prohibited.
Viruses and Other Destructive Activities. Use of the
Services for creating or sending Internet viruses, worms or Trojan horses, or
for pinging, flooding or mail bombing, or engaging in denial of service attacks
is prohibited. It is also prohibited for Customer to engage in other activity
that is intended to disrupt or interfere with, or that results in the
disruption of or interference with, the ability of others to effectively use
the Services (or any connected network, system, service or equipment) or
conduct their business over the Internet.
Hacking. "Hacking" and related activities are prohibited. "Hacking" includes, but is not limited to, the following activities: illegally
or without authorization, accessing computers, accounts or networks,
penetrating or attempting to penetrate security measures, port scans, stealth
scans, and other activities designed to assist in hacking.
Anonymous Proxies. eLearning Consulting does not allow the use of
anonymous proxy scripts on its servers. They can be very abusive to the server
resources, affecting all users on that server. Customer will not access or copy
any portion of the Services through any automated viewing, downloading or
Export Control Violations. The exportation of encryption
software outside the United States and/or violations of
United States law relating to the exportation of software is
prohibited. Customer may not export or transfer, directly or indirectly, any
regulated product or information to anyone outside the United
States without complying with all applicable statues, codes, ordinances,
regulations, and rules imposed by United States federal, state
or local law, or by any other applicable law.
Child Pornography. The use of the Services to store, post,
display, transmit, sell, advertise or otherwise make available child
pornography is prohibited. eLearning Consulting is required by law to, and will, notify
law enforcement agencies when it becomes aware of the presence of child pornography
on, or being transmitted through, the Services.
Other Illegal Activities. The use of the Services to engage
in any activity that is determined by eLearning Consulting, in its sole and absolute
discretion, to be illegal is prohibited. Such illegal activities include, but
are not limited to, storing, posting, displaying, transmitting, selling or
otherwise making available ponzi or pyramid schemes, fraudulently charging
credit cards or displaying credit card information of third parties without their
consent, and failure to comply with applicable online privacy laws. eLearning Consulting
will cooperate fully with appropriate law enforcement agencies in connection
with any and all illegal activities occurring on or through the Services.
Other Activities. This list of prohibitions provides
examples of prohibited conduct, and is not intended to be a complete or
exclusive list of all prohibitions. Engaging in any activity that, in
eLearning Consulting's sole and absolute discretion, disrupts, interferes with or is
harmful to (or threatens to disrupt, interfere with, or be harmful to) the
Services, eLearning Consulting's business, operations, reputation, goodwill, customers
and/or customer relations, or the ability of eLearning Consulting's customers to
effectively use the Services is prohibited. Such prohibited activities include
making available any program, product or service that is designed to or could
be used to violate these Terms. In addition, the failure of Customer to
cooperate with eLearning Consulting in correcting or preventing violations of these
Terms by, or that result from the activity of, a customer, patron, subscriber,
invitee, visitor, or guest of Customer constitutes a violation of these Terms
by Customer. Without limiting the rights and remedies available to it,
eLearning Consulting reserves the right in its sole discretion, to suspend or terminate
Customer's access to its account and the Services, with or without notice, and
to take any other action that eLearning Consulting determines in its sole discretion is
necessary as a result of any behavior by Customer that is illegal,
inappropriate, disruptive to this website, the Services, or to any other user
of this website or the Services, or which otherwise breaches these Terms.
eLearning Consulting may report to law enforcement authorities any actions that may be
illegal, and any reports it receives of such conduct. When legally required, or
otherwise in eLearning Consulting's sole discretion, eLearning Consulting will cooperate with law
enforcement agencies in any investigation of alleged illegal activity conducted
using this website or the Services. These prohibitions do not require
eLearning Consulting to monitor, police, remove or reject any content, information, graphics, photographs or links on Customer’s hosted sites or any Customer Voluntary Suggestions or other
information submitted by Customer or any other user.
eLearning Consulting offers its Services to host courses,
not to store data. Using an account as an online storage space for archiving
electronic files is prohibited and will result in termination of Services
without prior notice. For its own operational efficiencies and purposes,
eLearning Consulting from time to time backs up data on its servers, but is under no
obligation or duty to Customer to do so under these Terms. IT IS SOLELY
CUSTOMER'S DUTY AND RESPONSIBILITY TO SEPARATELY BACKUP CUSTOMER’S FILES AND
DATA WHICH MAY RESIDE ON eLearning Consulting SERVERS. UNDER NO CIRCUMSTANCES WILL
eLearning Consulting BE LIABLE TO ANYONE FOR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY
FOR LOSS OF CUSTOMER’S FILES AND/OR DATA ON ANY eLearning Consulting SERVER.
Reporting Claims of Copyright Infringement. eLearning Consulting will
respond to notices of copyright infringement that comply with applicable law.
If a copyright holder believes that there has been a violation of his/her
copyright on a site that is hosted by eLearning Consulting or a eLearning Consulting subsidiary,
the copyright holder may request that eLearning Consulting remove or disable the
material by submitting written notification to our Copyright Agent (designated
below). In accordance with the Digital Millennium Copyright Act ("
written notice must include substantially the following:
A signature (physical or electronic) of a person authorized
to act on the copyright owner's behalf.
Identification of the copyrighted work that is claimed to
have been infringed, or, if the claim involves multiple copyrighted works, a
representative list of such works.
Identification of the material that is claimed to be
infringing, with information sufficient to permit us to locate the material.
Contact information for the person giving the notification,
including name, address, telephone, and email address.
A statement that the person giving the notification has a
good faith belief that use of the copyrighted material is not authorized by the
copyright owner, its agent, or the law.
A statement that the information in the notification is
accurate, and under penalty of perjury, that the person giving the notification
is authorized to act on behalf of the copyright owner.
Please be aware that if you knowingly make a material
misrepresentation that material or activity is infringing your copyright, you
may be held liable for damages under the DMCA.
Copyright Counter-Notifications. If Customer believes that
it has had material removed or disabled by mistake or misidentification,
Customer may file a counter-notification with eLearning Consulting by submitting written
notification to our copyright agent (identified above). Pursuant to the DMCA,
the Counter-Notice must contain substantially all the following:
A signature (physical or electronic) of the person
submitting the counter-notification.
Identification of the material that has been removed or to
which access has been disabled and the location at which the material appeared before
it was removed or access disabled.
Contact information for the person submitting the
counter-notification, including name, address, telephone, and email address.
A statement under penalty of perjury by the person
submitting the counter-notification that he/she has a good faith belief that
the material was removed or disabled as a result of a mistake or
A statement by the person submitting the
counter-notification that Customer will consent to the jurisdiction of the
Federal District Court for the judicial district in which it is located (or if
Customer resides outside the United States for any judicial district in which
Customer's website may be found) and that Customer will accept service from the
person (or an agent of that person) who submitted the DMCA notice at issue.
The DMCA allows eLearning Consulting to restore the removed content
if the party filing the original DMCA Notice does not file a court action
against Customer within ten business days of receiving the copy of Customer’s
Please be aware that if you knowingly make a material
misrepresentation that material or activity was removed or disabled by mistake
or misidentification, you may be held liable for damages under the DMCA.
Repeat Infringers. It is eLearning Consulting's policy in appropriate
circumstances to disable and/or terminate the accounts of Customers who
repeatedly infringe copyrights.
Governing Law; Jurisdiction. If you are a resident of the United States, the laws of the State of Texas
will govern the validity and construction of these Terms and any dispute
arising out of or relating to these Terms, without regard to the principles of
conflict of laws. Customer hereby consents (and waives all defenses of lack of
personal jurisdiction and forum non conveniens with respect to the jurisdiction
and venue of the federal and state courts located in Kitsap County, Washington
(USA). If you are not a resident of the United States, the laws of the United States will govern the validity and construction of these Terms and any dispute arising out of or relating to these Terms, without regard to the principles of conflict of laws. Customer agrees to waive the right to trial by jury in any action or
proceeding that takes place relating to or arising out of this Agreement. The
United Nations Convention on Contracts for the International Sale of Goods will
not apply to these Terms and is hereby expressly excluded.
WARRANTY DISCLAIMER. CUSTOMER SPECIFICALLY ACKNOWLEDGES AND
AGREES THAT ITS USE OF THIS WEBSITE AND THE SERVICES FOUND AT THIS WEBSITE WILL
BE AT ITS OWN RISK AND THAT THIS WEBSITE AND THE SERVICES FOUND AT THIS WEBSITE
ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". eLearning Consulting, ITS
OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, CONDITIONS,
REPRESENTATIONS, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
ANY IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS OF TITLE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
eLearning Consulting, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO WARRANTIES,
CONDITIONS OR REPRESENTATIONS ABOUT (A) THE ABILITY OF THE SERVICES OR SOFTWARE
TO PERFORM WITHOUT LIMITATION OR RESTRICTION IN ANY GIVEN ENVIRONMENT, (B) THE
ACCURACY, COMPLETENESS, OR CONTENT OF THIS WEBSITE OR THE SERVICES OR SOFTWARE,
(C) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH
HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, AND/OR (D)) THE
SERVICES FOUND AT THIS WEBSITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING
OR OTHERWISE) TO THIS WEBSITE, AND eLearning Consulting ASSUMES NO LIABILITY OR
RESPONSIBILITY FOR THE SAME.
IN ADDITION, CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES
THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY eLearning Consulting, ITS
OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS
CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES), WHETHER DIRECTLY OR
INDIRECTLY, WILL (A) CONSTITUTE PERSONAL, LEGAL OR FINANCIAL ADVICE OR (B)
CREATE A WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND WITH RESPECT TO THIS
WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE. CUSTOMER SHOULD NOT RELY ON ANY
SUCH INFORMATION OR ADVICE, AND CUSTOMER SHOULD CONSULT AN APPROPRIATE
PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO ITS SITUATION.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS, CONDITIONS AND
WARRANTIES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE
ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER’S USE OF THIS
WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR
LIMITATION OF IMPLIED REPRESENTATIONS, CONDITIONS OR WARRANTIES, OR ALLOW
LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR
EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, eLearning Consulting’S WARRANTIES,
CONDITIONS AND REPRESENTATIONS WITH RESPECT TO THIS WEBSITE, THE SERVICES, AND
SOFTWARE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN
LIMITATION OF LIABILITY. eLearning Consulting, ITS OFFICERS,
DIRECTORS, EMPLOYEES, AND AGENTS ASSUME NO RESPONSIBILITY WITH RESPECT TO
CUSTOMER’S OR ITS END USER'S USE OF THE SERVICES AND WILL NOT BE LIABLE FOR
CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR
SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, BUSINESS
INTERRUPTIONS, LOSS OF DATA, LOSS OF PROFITS, AND LOST REVENUE, WHETHER SUCH
DAMAGES ARE ALLEGED IN TORT, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY,
AND WHETHER OR NOT eLearning Consulting IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
eLearning Consulting, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL IN NO EVENT BE
LIABLE IN AGGREGATE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY
eLearning Consulting FROM CUSTOMER FOR THE SERVICES DURING THE 12-MONTH PERIOD BEFORE
THE CLAIM OR CAUSE OF ACTION AROSE. MULTIPLE CLAIMS WILL NOT EXPAND THIS
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY
CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS WEBSITE OR THE SERVICES FOUND
AT THIS WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION
ACCRUES, OTHERWISE SUCH CAUSE OF ACTION WILL BE PERMANENTLY BARRED.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION
OF CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER DAMAGES, SO THE ABOVE
LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, THE
LIABILITY OF eLearning Consulting, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR
SUCH DAMAGES WITH RESPECT TO THIS WEBSITE AND THE SERVICES WILL APPLY TO THE
FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION
OF THIS AGREEMENT OR CUSTOMER’S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS
Indemnification of eLearning Consulting. Customer agrees to defend,
indemnify and hold eLearning Consulting and its Content Providers and the respective
directors, officers, employees and agents of each harmless from and against any
and all claims, losses, damages, liabilities and costs (including, without
limitation, reasonable attorneys' fees and court costs) arising out of or
relating to Customer's breach of any of these Terms or use by Customer or any
third party (authorized, permitted or enabled by Customer) of the Services,
except to the extent the foregoing directly result from eLearning Consulting's own gross
negligence or willful misconduct. eLearning Consulting reserves the right, at its own
expense, to assume the exclusive defense and control of any matter otherwise
subject to indemnification by Customer. THIS FOREGOING INDEMNIFICATION WILL
SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER'S USE OF
THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.
Severability. If any provision of this Agreement is found to
be unenforceable or invalid, that provision will be limited or eliminated to
the minimum extent necessary so that this Agreement will otherwise remain in
full force and effect and enforceable.
No Assignment by Customer. Customer may not assign this
Agreement without the prior written consent of eLearning Consulting, which eLearning Consulting
may refuse in its sole discretion. Any attempt by Customer to assign this
Agreement without prior written consent from eLearning Consulting will be deemed null
and void. eLearning Consulting may assign this Agreement at any time. Subject to the
foregoing, this Agreement will bind and inure to the benefit of the parties,
their respective successors and permitted assigns.
Waiver. The failure of eLearning Consulting to exercise or enforce
any right or provision of these Terms or this Agreement will not constitute a
waiver of such right or provision.
Entire Agreement. Both parties agree that this Agreement is
the complete and exclusive statement of the mutual understanding of the parties
and supersedes and cancels all previous written and oral agreements,
communications, and other understandings relating to the subject matter of this
Agreement, and that all waivers and modifications must be in a writing signed
by both parties, except as otherwise provided herein. The section headings and
titles in these Terms and this Agreement are for convenience only and have no
legal or contractual effect. These Terms and this Agreement will be interpreted
without application of any strict construction in favor of or against Customer
or eLearning Consulting.
Independent Contractors. No agency, partnership, joint
venture or employment is created as a result of this Agreement, and Customer
does not have any authority of any kind to bind eLearning Consulting in any respect
Attorneys' Fees. In any action or proceeding to enforce
rights under this Agreement, the Customer will NOT be entitled to recover
its costs and attorneys' fees.
Force Majeure. eLearning Consulting will have no liability to
Customer or any third party for any failure by eLearning Consulting to perform its
obligations under these Terms in the event that such non-performance arises as
a result of the occurrence of an event beyond the reasonable control of
eLearning Consulting, including without limitation an act of war or terrorism, natural
disaster, failure of electricity supply, riot, civil disorder, or civil commotion
or other event of force majeure.
Additional Service Specific Terms
In addition to the Terms above, Customer also agrees to be
bound by the additional service specific terms applicable to the Services
Customer purchases or uses provided by eLearning Consulting or its partners. The
following Service Specific Terms are hereby incorporated by reference and are
binding upon Customer.
Third Party Services, Websites, Links and Information.
eLearning Consulting or its personnel may from time to time recommend or enable third
party software, products, services or website links for Customer’s
consideration or use. Such software, products, services, and links are provided
only as a convenience to customers of the Services. Some of the Services made
available through this website may be subject to additional third party
incorporated herein by reference. Inclusion of any of the foregoing in the
Services does not constitute or imply an endorsement, authorization,
sponsorship, or affiliation by or with eLearning Consulting with respect to any third
party, any third party's website or its content, or any information, products,
or services provided by a third party.
third party websites, and Customer should review such third party websites' privacy policies, terms and conditions and business practices as they may be
different than eLearning Consulting's Terms and it is Customer's sole responsibility to
comply with such third party terms. Access to any other website is at
Customer's own risk, and Customer's dealings and communications with any third
party in connection with such third party’s website are solely between Customer
and such third party.
eLearning Consulting MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING
THIRD PARTY SOFTWARE, PRODUCTS OR SERVICES AND WILL NOT BE LIABLE FOR ANY
SOFTWARE, PRODUCTS OR SERVICES CUSTOMER RECEIVES FROM THIRD PARTIES.