1. Use of the System. You agree to use the Site, pursuant to the instructions on the respective page, for the communication, transmission, or submission of any and all documents or other files related to the Service, including without limitation, your contact, billing, and job submission information. You are responsible for checking the email address which you provide to us (including “spam” folders).
2. Customer’s Responsibilities. You are responsible for the following for each order submission and/or use of any of the Services:
In connection with your use of the Service, you agree NOT to: (i) misrepresent yourself, your affiliation with any third party, or your entity; (ii) infringe any intellectual property, personal or privacy right, including, but not limited to, patent, copyright, trademark, or trade secrets, of any third party; (iii) violate any local, state, or federal rules, regulations, or statutes; (iv) upload, post, transmit, or store any material that is unlawful, offensive, defamatory, fraudulent, deceptive, misleading, harmful, threatening, harassing, obscene, or objectionable; or breaches any of your contractual or confidentiality obligations; (v) take any action that imposes an unreasonable or disproportionately large load on Company’s infrastructure or otherwise is not permitted by Company; (vi) use any device, process, or mechanism to monitor, retrieve, search, or access (e.g., spider or robot), the Site or any Company material without our prior written consent; (vii) breach or attempt to breach any security measures of the Site or access or attempt to access any account or login of any third party listed on the Site; or (viii) copy, modify, reproduce, delete, distribute, download, store, transmit, sell, re-sell, publish, reverse engineer, or create derivative works of any Company material, except for materials that have been uploaded and owned by you.
3. Proprietary Rights.
(a) Ownership; Reservation of Rights. The Company owns all rights, title, and interests (including all patent rights, copyrights, trademark rights and all other intellectual property and proprietary rights (collectively, “Intellectual Property Rights”) in and to the Service and documentation, including all Materials (defined below) used by the Company to provide the Service (collectively, “Company Properties”). Except for the limited right to access and use the Service as provided by the Company on a hosted basis, no other license is granted and no other use is permitted.
(b) Customer Content. Customer owns all rights, title, and interests (including all Intellectual Property Rights) in and to all data, information, and content provided by Customer through the Service (“Customer Content”). Customer hereby grants to the Company a nonexclusive, nontransferable (except as set forth below) right and license to access and use (and to allow its employees, contractors, and agents to access and use) the Customer Content for the sole purpose of providing the Service to Customer during the Term. Customer represents and warrants that it has and will continue to have all rights necessary to grant the foregoing license, without infringement, violation, or misappropriation of third-party rights (including, without limitation, intellectual property rights and rights of privacy and publicity). In addition, Customer represents and warrants that Customer Content does not and will not contain any viruses, Trojan horses, Bugs, or other harmful or malicious code. Except for the foregoing limited right and license, no other license is granted and no other use is permitted. Customer acknowledges and agrees that (a) the Company has no responsibility for any Customer Content and (b) the Company shall have no obligation to store or back up any Customer Content and Customer Content may be deleted by the Company upon termination or expiration of this Agreement.
(c) General Learning. Subject to the obligations set forth in the section entitled Confidentiality below, Customer agrees that the Company is free to disclose aggregate measures of Service usage and performance, and to reuse all general knowledge, experience, know-how, works, and technologies (including ideas, concepts, processes, and techniques) acquired during provision of the Service.
4. Scope of Our Services. The Site provides a platform for customers to create online training courses and exams. We do not create content.
5. License. Company grants you a limited, non-exclusive, non-transferable, non-assignable, revocable license to view and temporarily download a copy of the materials displayed on the Site solely for your personal and non-commercial use for yourself or within your organization. All materials displayed or made available on the Site, including, but not limited to, the Company system, graphics, documents, text, images, sound, video, audio, artwork, software, and HTML code (collectively, the “Materials”) are exclusive property of Company or its content suppliers. The Materials are protected by U.S. and international copyright laws and any other applicable intellectual property rules, regulations, and laws. Except as expressly permitted herein, you shall not use, copy, modify, display, delete, distribute, download, store, reproduce, transmit, publish, sell, re-sell, adapt, reverse engineer, or create derivative works of the Material, or (ii) use the Material on other websites or any media (e.g., networking environment), without Company’s prior written consent. All trademarks, service marks, and logos (the “Marks”) displayed on the Site are exclusive property of Company and their respective owners. You shall not use the Marks in any manner without Company’s and their respective owners’ prior written consent. You may not remove any copyright, trademark, or other intellectual property or proprietary notice or legend contained in the Site, including any Site content.
6. Disclaimer of Warranties, Limitation of Liability, and Indemnity. The Service and any material accessible through the Service are provided “as-is” and, to the maximum extent permitted by applicable law, Company disclaims all guarantees and warranties, whether express, implied, or statutory, regarding the Service and related materials, including any warranty of fitness for a particular purpose, title, merchantability, and non-infringement. The Company does not warrant that the Service, third-party services, or online services are secure or free from bugs, viruses, interruption, or errors, or that the Service will meet the Customer’s requirements. Further, the Company does not warrant access to the Internet or to any other service, content, or data through the Service. Customer may have other rights that vary from state to state.
You agree to assume all risks associated with, arising out of, or resulting from your use of the Site or any uploaded materials, including, but not limited to, the risks of financial loss, physical harm, property damages, dealing with other users of the Site, strangers, minors, or foreign nationals, and persons acting under false pretense. You further agree to release Company, its parents, subsidiaries, affiliates, and their shareholders, members, officers, agents, and employees, harmless from all claims, demands, damages (direct, indirect, and consequential) of any kind or nature, known or unknown, associated with, arising out of, or resulting from your usage of the Site, your uploaded materials, or any transactions related to or resulting from your use of the Site. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You further understand and agree that in no event Company, its parents, subsidiaries, affiliates, and their shareholders, members, officers, agents, employees, and suppliers shall be liable for any direct, indirect, consequential, incidental, special damages, or damages for loss of profits, goodwill, revenue, data, or use, incurred by you or any third party, whether in an action in contract, tort, or breach or failure of warranty, even if Company has been advised of the possibility of such damages. In the event some jurisdictions prohibit the exclusion of certain warranties, the limitation of liability, or the disclaimer of certain damages, Company’s aggregate liability for any damages shall not exceed the net amount paid by you to Company in the 2-month period immediately preceding any such claim. The Company provides the Service “as-is” and does not guarantee that the Service is “perfect” or “without error.” You are responsible for compliance with local, state, and federal laws or regulations if and to the extent that local, state, and federal laws or regulations apply. You agree to indemnify, defend, and hold Company, its parents, subsidiaries, affiliates, and their shareholders, members, officers, directors, agents, and employees, harmless from any claims or demands of any third party, including, but not limited to, attorneys’ fees and legal fees, resulting from or arising out of your use of the Site and/or any Service, your uploaded materials, your use of the Company system, or your violation of any covenants, terms, and/or conditions of this Agreement (including, without limitation, your non-fulfillment of any of your obligations set forth in this Agreement and/or any tax or regulatory-related matter).
7. Payments and Refunds. Payments for all Service subscriptions are required to be made in advance. Once you have pre-paid a Subscription, you will have access to the ordered Services for the duration of the subscription period (presently, Services are offered as either monthly or annual subscriptions, each a “Subscription Period”). Each Subscription Period will be renewed automatically for successive equivalent periods (e.g., either monthly or annually, as the case may be) unless you notify us of your intent to terminate at least twenty-four (24) hours prior to the expiration of the then current Subscription Period. EXCEPT AS MAY BE AGREED UPON BY THE COMPANY IN ITS DISCRETION ON A CASE-BY-CASE BASIS, NO CANCELLATIONS MAY BE MADE TO A SUBSCRIPTION PERIOD ONCE RENEWED AND THERE ARE NO REFUNDS ISSUED FOR ANY CANCELLATION NOT MADE PRIOR TO TWENTY-FOUR (24) HOURS PRIOR TO THE EXPIRATION OF THE THEN CURRENT SUBSCRIPTION PERIOD.
8. Force Majeure. Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control, including, without limitation, acts of God, earthquakes, labor disputes, industry-wide shortages of supplies, actions of governmental entities, riots, war, terrorism, fire, epidemics, or delays of common carriers, interruption or failure of electricity, Internet access, or telephone service, or other circumstances beyond its reasonable control. The obligations and rights of the defaulting party shall be extended for a period equal to the period during which such event prevented such party’s performance.
9. Confidentiality. You acknowledge that in connection with your performance under this Agreement, you may have access to certain information of Company that is of a confidential and proprietary nature. Such “Confidential Information” includes any and all information, ideas, operations, programs, technical data, and know-how, including but not limited to those relating to business plans, marketing plans, projections, all login ID’s, user ID’s, passwords, or other identifying code words or methods of access provided to you to enable you to gain access to any Company system, computer network, or other computer system or network on equipment maintained or utilized by Company. Confidential Information shall not be deemed to include information (a) that is or becomes publicly known other than through the wrongful act or omission of you, or (b) that you can prove was lawfully known to it at the time of disclosure, or (c) that you independently develop without reference to or reliance upon any information provided by Company. You agree to hold the Confidential Information in confidence and to use it only for the benefit of Company and not for your own benefit or that of any other person. You agree to take all reasonable steps to ensure that you comply with this provision. The provisions of this Section shall survive the termination or expiration of this Agreement and continue for so long as any of the information disclosed remains Confidential Information, and in any case for a period of five (5) years after expiration of this Agreement.
10. Irreparable Harm to the Company. If your access or use (or access or use on your behalf) of the Site or Services is in violation of this Agreement, you acknowledge and agree that the Company would suffer irreparable harm as a result of such access or use of the property of the Company, and that monetary damages would be an insufficient and ineffective remedy and you agree that Company is entitled to obtain immediate injunctive relief against any such activity in addition to all other remedies available at law or in equity.
As part of your account setup, you will provide us with certain information (e.g., your name, email address, and phone number). The information you provide will be kept on our password-protected server. There may be opportunities to receive promotional communications from us or our partners. In that case, you may opt-in to receive same (and you may always opt-out at anytime). We may send you surveys (which you can opt-out of at anytime). However, we may also disclose your information to government agencies, advisors, and other third parties as we determine that may be necessary in the following situations:
Confidentiality of Private Financial Information. We use Stripe (www.stripe.com) for the processing of credit/debit card payments made via our website. This includes all credit/debit card payments made online or over the phone. The only one who will ever see, or ask for, any of your private financial information would be the operator you authorize to process your payment for you. This operator will ask only for the information necessary for processing your payment and, unless you direct the operator to do otherwise, will not retain any of this information after the payment is processed.
All questions and concerns regarding your privacy may be directed via email to firstname.lastname@example.org.
12. Notice and Procedure for Making Claims of Copyright Infringement. If you believe that your work has been copied in a way that constitutes copyright infringement, please submit your complaint using our online form. We respond quickly to the concerns of rights owners about any alleged infringement. If you prefer to submit a report in writing, please provide us with this information:
Our Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows:
Please note that this procedure is exclusively for notifying Company that your copyrighted material has been infringed.
13. Termination. Company has the right, in its sole discretion, to terminate any services of the Site and remove any Materials from the Site. Company may also terminate your access to any part or all of the services provided by Company on the Site and/or your Services at any time, with or without cause or notice, for any reasons. If you want to terminate your account, you may only cease your use of the Site. Company shall not be responsible for maintaining or returning Customer Content, your account, or your login and password. You should always maintain a copy of your Customer Content. You may terminate any automatically renewing subscription term by providing us at least 24-hours’ notice prior to the date of renewal, and in such case your account will be terminated and all access to the Services will cease. Failure to cancel any automatically renewing subscription term as described shall result in a renewed prepaid, non-refundable subscription period.
14. Notices. All notices required or permitted under this Notice shall be in writing and shall be and deemed duly served on and given (a) when delivered personally; (b) three days after having been sent by U.S. Priority Mail or U.S. Express Mail, postage prepaid; (c) upon delivery by fax with written facsimile confirmation; (d) two days after deposit with a commercial overnight carrier, with written verification of receipt, or (e) by email, if to you at your email address associated with your registration information and if to Company at email@example.com, with written verification of receipt. Such notices will be in writing and delivered, if to you at your contact information associated with your registration information and if to Company to Legal Department, Certcentral Inc., P.O. Box 20097, New York, NY 10023, or to such other notice address as the other party has provided by written notice.
15. General. You agree that there is no employment, partnership, agency, or joint venture relationship between you and Company arising out of or resulting from your use of the Site.
This Agreement constitutes the entire agreement between you and Company governing your use of the Site. The Site (excluding linked sites) is operated by us from our offices within the State of New York, United States of America. It can be accessed from all 50 states and from other countries around the world. As each of these places has laws that may differ from those of New York, by accessing the Site, you agree that this Agreement and your use of the Site and the Services offered therein and thereby, shall be governed in all respects by the internal substantive laws of the State of New York, without regard to conflict of laws provisions and shall not be governed by the United Nations Convention on the International Sale of Goods. You further submit to jurisdiction and venue in the state and federal courts located in the State of New York, New York County and further agree that any cause of action you may bring arising under your use of the Site shall be brought by you exclusively in a state or federal court located in the State of New York, New York County.
We make no representation that materials on the Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws. Company does not warrant that this Site will be lawful outside the United States. If you view, access, upload, or download materials to and from the Site outside the United States, you will be solely responsible for all your actions and assume all risks.
You may not use or export any Materials or make any copy or adaptation in violation of any application laws, rules, or regulations, including, but not limited to, U.S. export laws and regulations. The failure or delay by either party to enforce the terms of this Notice shall not be deemed as a waiver of such term.
Any provision of this Agreement that by its nature is intended to survive shall so survive any termination of this Agreement for any reason. In the event any provision hereof, or the application thereof in any circumstances, is held to be invalid, illegal, or unenforceable by a final or unappealable order, decree, or judgment of any court, the provision in question shall be replaced by such court with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision within the jurisdiction of such court and the Agreement shall otherwise remain in full force and effect in such jurisdiction and in its entirety in other jurisdictions.
This Agreement and the rights and obligations hereunder may not be assigned by operation of law or otherwise, in whole or in part, by either party without the other party’s written consent, not to be unreasonably withheld. However, without consent, the Company may assign this Agreement to any successor to all or substantially all of its business that concerns this Agreement (whether by sale of assets or equity, merger, consolidation or otherwise). Any assignment in violation of this clause shall be deemed null and void ab initio. The Company may use contractors and other third-party service providers in performing this Agreement. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties hereto.