THE COMPANY PROVIDES THIS AGREEMENT TO NOTIFY ALL CUSTOMERS AND ITS CUSTOMER USERS WHO ACCESS AND USE THIS ILS TRAINING PORTAL OF THE COMPANY’S TERMS AND CONDITIONS WHICH GOVERN ALL ACCESS AND USE OF THIS ILS TRAINING PORTAL. USE OF THIS ILS TRAINING PORTAL IS CONDITIONED ON ACCEPTANCE, WITHOUT MODIFICATION, OF THIS AGREEMENT BY THE CUSTOMER.
BY CONTINUING TO USE THIS ILS TRAINING PORTAL, EACH CUSTOMER AND CUSTOMER USER HEREBY AGREES THAT SUCH CUSTOMER AND ALL SUCH CUSTOMER USERS ARE HEREBY BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS OF THE DATE OF THE FIRST USE OF THIS ILS TRAINING PORTAL BY THE FIRST REPRESENTATIVE OF THE CUSTOMER (THE “EFFECTIVE DATE”).
NO CHANGES (ADDITIONS OR DELETIONS) BY YOU TO THIS AGREEMENT WILL BE ACCEPTED BY THE COMPANY.
THE CUSTOMER ALSO HEREBY REPRESENTS AND WARRANTS TO THE COMPANY THAT THE INDIVIDUAL THAT HAS CONSENTED TO THIS AGREEMENT ON BEHALF OF THE CUSTOMER IS AN AUTHORIZED AGENT OR REPRESENTATIVE OF THE CUSTOMER AND, THUS, SUCH INDIVIDUAL HAS ALL REQUISITE POWER AND AUTHORITY TO BIND THE CUSTOMER TO THIS AGREEMENT.
IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN THE CUSTOMER (AND ALL OF ITS CUSTOMER USERS) SHOULD NOT USE THIS ILS TRAINING PORTAL.
THIS AGREEMENT IS A LEGALLY BINDING CONTRACT. EACH CUSTOMER SHOULD DOWNLOAD AND PRINT THIS AGREEMENT FOR ITS RECORDS
In addition to any other terms defined in the Agreement, the following terms have the following meanings:
1.1 “Access Right” has the meaning set forth in Section 2 herein.
1.2 “Company iLS Policies” has the meaning set forth in Section 2 herein.
1.3 “Company IP Assets” has the meaning set forth in Section 6 herein.
1.4 “Company Trademark(s)” means any of the Company’s trademarks, service marks, names, logos or slogan, including without limitation SSI’s proprietary iLS™ mark.
has the meaning set forth in Section 6 herein.
1.5 “Company Servers” or “Servers” means any servers, other hardware, other computer systems or other software applications which are proprietary to, or leased or otherwise used by, Company to support the iLS Training Portal.
1.6 “Customer” means the named party that has entered into the Subscription for the iLS Training Portal as contemplated by Section 2.1 herein in order to allow the Customer and the Customer’s User to have the right to access and use the iLS Training Portal pursuant to this Agreement.
1.7 “Customer Content” means any information, data, images, or other content owned or controlled by the Customer or the Customer Users that is used by the Customer or any Customer User in the course of using the iLS Training Portal under this Agreement; provided, however, the parties hereby agree (for purposes of clarity and for the avoidance of doubt), that Customer Content does not include any SSI Course Material as such term is defined herein.
1.8 “Customer User(s)” has the meaning set forth in Section 4 herein.
1.9 “EULA” has the meaning set forth in Section 4 herein
1.10 “General Airport Operations Training” means providing education and training to Customer Users regarding various aspects of the operations and management of airports or airfields.
1.11 “ iLS Training Portal” or “SSI’s iLS Training Portal” means collectively:
(a) SSI’s proprietary online platform, supported by SSI’s underlying proprietary software programs, which is currently called SSI’s “Interactive Learning System,” and which is designed to be a web-based training delivery and educational platform that allows its users to provide General Airport Operations Training (as defined herein) to the user’s employees or other agents, including without limitation using the SSI Training Material (as defined herein) as the primary tool for providing certain General Airport Operations Training, along with providing the user with the ability to include certain Customer Content as part of certain General Airport Operations Training, to monitor the progress of their training efforts, and to otherwise maintain records of the training events (collectively, “SSI Interactive Learning System.” For clarity and the avoidance of doubt, the parties agree that any and all updates, upgrades, improvements, or any other enhancements that SSI may make at any time to its SSI Interactive Learning Systems to accommodate the customized needs or functionalities of the Customer shall automatically be deemed to be a part of the SSI Interactive Learning System under this Agreement; and
(b) SSI’s proprietary training and educational material and content developed at any time, including without limitation all of SSI’s course material, modules, training programs, interactive courseware, technical data, images, instructions, training videos/audio recordings, and any other training or educational material or documentation (collectively, “SSI Course Material”). For clarity and the avoidance of doubt, the parties agree that any and all updates, upgrades, improvements, or any other enhancements that SSI may make at any time to its SSI Course Material to accommodate the customized needs or functionalities of the Customer shall automatically be deemed to be a part of the SSI Course Material under this Agreement.
1.12 “SSI Interactive Learning System“ has the meaning set forth in Section 1.12 herein.
1.13 “SSI Course Material” has the meaning set forth in Section 1.12 herein.
1.14 “Subscription” has the meaning set forth in Section 3 herein.
1.15 “Subscription Fee” has the meaning set forth in Section 3 herein.
1.16 “Subscription Manager” has the meaning set forth in Section 4 herein.
1.17 “Subscription Period” has the meaning set forth in Section 3 herein.
1.18 “User(s)” “you” or “your” means, collectively: (i) the Customer; and (ii) all of its Customer Users.
- Access Right to Use iLS Training Portal; Conditions of Use.
2.1. Subject to Customer’s (and its Customer Users’) strict compliance with this Agreement, including but not limited to the Customer paying the full Subscription Fee as contemplated by Section 3 of this Agreement, Company grants to Customer, only during the term of the Subscription Period, a personal, limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable right to allow only the Customer and its Customer Users the ability to access and use the iLS Training Portal only in the format that the iLS Training Portal (and all content therein) is made available by SSI and only for the following purposes, but for no other uses or purposes or functionalities whatsoever: (i) to use the SSI Course Material solely through the iLS Training Portal and only to provide the General Airport Operations Training to authorized Customer Users exclusively through the iLS Training Portal; and (ii) for only to use those other features or functionalities that the Company makes available to Users only through the iLS Training Portal (hereinafter the “Access Right”).
2.2 Without limiting any other conditions or limitations set forth in the foregoing Access Right in Section 2.1, and for clarity and the avoidance of doubt, the Customer and all other Users hereby agree that: (i) the Customer and all other Users are only permitted to use the SSI Course Material exclusively through, and solely as provided by, SSI’s iLS Training Portal (as such iLS Training Portal is provide solely by SSI); and (ii) this Agreement explicitly prohibits the distribution, sharing, dissemination, reproduction, copying, or any other uses of the SSI Course Material on any other applications, program, platform, or media other than exclusively through the iLS Training Portal and any such unauthorized uses of the SSI Course Material shall constitute an immediate and material breach of this Agreement.
2.3 The Customer and all other Users hereby further acknowledge and agree that, in addition to any of the other terms and condition set forth in this Agreement, each User’s Access Right to use the iLS Training Portal is hereby explicitly conditioned and subject to each User’s compliance with any and all additional rules, policies, procedures, or guidelines which may be adopted by Company from time to time, or at any time, which govern the permissible conduct of all Users of the iLS Training Portal and which impose any other conditions or limitation on the permissible ways that Users are allowed to use the iLS Training Portal (hereinafter collectively referred to as the “Company iLS Policies”).
2.4 The Customer and all other Users hereby further acknowledge and agrees that the foregoing Access Right is further subject to and conditioned as follows:
(a) Company has the right, in its sole discretion, at any time or from time to time, to change, amend, modify, suspend, discontinue, cease, or otherwise terminate any or all of the features or functionalities of the iLS Training Portal, in whole or any parts thereof, including without limitation discontinuing the Company’s support of the entire iLS Training Portal, or any portions thereof (collectively, “Change or Discontinue Support of the iLS Training Portal”);
(b) Each User acknowledges and agrees that, in the event the Company exercises it right under this Agreement to Change or Discontinue Support of the iLS Training Portal in any way:
(i) The iLS Training Portal, and/or any other part of the iLS Training Portal, may not operate or function, in whole or in part; and
(ii) Company shall not have any obligation or liability to the Customer or to any of its Customers Users (including, without limitation, not having an obligation to refund any portion of the Subscription Fee) in the event Company does exercise its right to Change or Discontinue Support of the iLS Training Portal in any way or at any time (or for any reason), including without limitation if such action by Company renders all or any part of the iLS Training Portal inoperative or non-functioning; and
(iii) If Company exercises its right to Change or Discontinue Support of the iLS Training Portal, including without limitation suspending, discontinuing, ceasing or terminating the iLS Training Portal (in whole or in part) for any reason, and after Company has given notice to Customer of its plans to take such action (the format of such notice to be determined by Company), if the Customer and its Customer Users fail to transfer all Customer Content by the effective date of such action by Company, then Company is not responsible to provide access to any such Customer Content to the Customer or any Customer User after the effective date of such action by Company.
2.5 In addition to any other conditions set forth in this Agreement, each User hereby agrees to the following additional provisions (and the following provisions are further conditions on the User’s Access Right):
(a) For clarity, and for the avoidance of doubt:
(i) Each User is only permitted to use the iLS Training Portal solely in accordance with this Agreement, including without limitation the Company iLS Policies; and
(ii) without limiting the generality of the foregoing, each User is explicitly prohibited from using the iLS Training Portal for any purpose or in any way that is prohibited by this Agreement or by the Company iLS Policies.
(b) Users are prohibited from using any data, information, material or content (including without limitation any Customer Data) if the foregoing (in Company’ determination):
(i) Is not owned by the User or if the User does not otherwise have the absolute right to use such data, information, material, or content in association with the iLS Training Portal.
(ii) Infringes on any patent, trademark, trade secret, copyright, right of publicity, or any other intellectual property or proprietary right of any party.
(iii) Is otherwise unlawful, libelous, defamatory, an invasive of privacy or of any publicity rights, harassing, threatening, abusive, inflammatory, obscene, or otherwise objectionable.
(iv) Would violate any other rights of any party, would constitute, or encourage a criminal offense, or would otherwise violate or create liability under any laws, statutes, ordinances, or regulations anywhere.
(c) Users shall not impersonate any other person or entity or otherwise misrepresent the User’s affiliation with a person or entity;
(d) A User shall not use another User’s username or password without the authorization of the legitimate User;
(e) Users will not distribute or publish unsolicited promotions, advertising, or solicitations for any goods, services, or money, including junk mail and junk e-mail;
(f) User will not use the iLS Training Portal for any other illegal purpose or any fraudulent scheme or transaction.
(g) Users are prohibited from violating or attempting to violate the security of the iLS Training Portals, any other part thereof, or of any Company Servers, including without limiting being prohibited from doing any of the following:
(i) accessing data not intended for such User or logging into a server or account which the User is not authorized to access;
(ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
(iii) attempting to interfere with service to any other User, host, or network;
(iv) attempting to obtain or obtain any data or other content through any means not intentionally made available or provided for by the iLS Training Portal;
(v) take any other action that could damage, disable, overburden, or impair the iLS Training Portal or any Company Servers; or
(vi) otherwise violate or attempt to violate any security features, protocols, systems, or network security associated with the iLS Training Portal, any part thereof, or of any Company Servers.
2.6 Each User hereby agrees that Company has the right to investigate occurrences that may involve any violations of this Agreement, including without limitation any matters which could involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in any violations. In addition, Company reserves the right to cooperate with any and all law enforcement agencies, including complying with requests for information or disclosures or any warrants, court orders or subpoenas (from any party) and disclosing to law enforcement agencies any information about any User and anything a User does with respect to the iLS Training Portal. BY USER’S USE OF THE ILS TRAINING PORTAL, THE USER EXPLICITLY AUTHORIZES THE COMPANY TO TAKE SUCH ACTION.
2.7 If Company becomes aware of any violations or breach of this Agreement by Customer or any of its Customer Users, Company has the right (in addition to any other rights or remedies available to Company by law, contract or equity) to take any one or more of the following actions, in its discretion: (a) suspend or terminate access to the iLS Training Portal to the Customer and/or to any particular Customer User, including without limitation denying access to the Customer Content to the Customer and/or to any particular Customer User; (b) terminate a particular Customer User’s right to use the iLS Training Portal; and/or (c) terminate this entire Agreement in accordance with Section 8 of this Agreement.
2.8 All rights granted to the User under this Agreement, including without limitation the User’s Access Right to use the iLS Training Portal, will immediately terminate upon the expiration, cancellation, or termination of this Agreement for any reason, including without limitation any breach by any User of this Section 2 of this Agreement.
- Subscription Process; Subscription Fees.
3.1 For purposes of this Agreement, the term “Pricing List” means Company’s then current published pricing list and terms applicable to each respective subscription level for the iLS Training Portal (the “Subscription” or “level of Subscription”), including without limitation the following terms:
(a) The amount of fees for each Subscription (“Subscription Fees” and any other terms and conditions governing the Subscription Fees, including but not limited to any cancellation policy, any interest payments/service charges for late payments, or any non-refund policies;
(b) The time period during which the Customer and its other Customer Users will have the Access Right to, or any other right to use, the iLS Training Portal under this Agreement for each respective Subscription (“Subscription Period”), and any other terms and conditions governing the Subscription Period, including without limitation the conditions for any potential renewal of the Subscription Period; and/or
(c) Any other terms related to the features or level of service for, or restrictions regarding, the respective Subscription.
3.2 An authorized representative of the Customer (“Subscription Manager”) must select, on behalf of the Customer, the initial Subscription and, if applicable, any renewal of that Subscription, all to be in accordance with the Pricing List in effect at such time.
3.3 As a condition to Customer’s (and all of its Customer User’s use) of the iLS Training Portal (including without limitation, any continued Access Rights to all Users), the Customer hereby agrees to pay Company the full Subscription Fee pursuant to the Pricing List in effect at the start of the initial Subscription Period and at the start of each renewal of the Subscription Period.
3.4 Any Subscription Fees or any other amounts owed to Company which are not paid when due shall be subject to any applicable interest payment and/or any other service charge as set forth in the Pricing List. If the Customer fails to pay any Subscription Fee or any other amounts owed to Company after thirty (30) days of the applicable due date, Company has the right, in its sole discretion, to terminate this Agreement and/or to initiate any other remedies at law or equity as set forth in Section 8 of this Agreement. If Company initiates any legal proceedings to collect those amounts, Company shall be entitled to recover its reasonable attorney fees and costs from Customer, including those incurred prior to and at arbitration, trial, or other proceeding, and in any appeal.
3.5 Company will publish its then current Pricing List, with the Customer’s understanding and agreement that the Company shall determine, in its discretion, the appropriate means of such publication, including without limitation publishing its then current Pricing List on the Company’s website (which shall constitute sufficient publication of the same to the Customer). THE COMPANY HAS THE RIGHT TO AMEND, FROM TIME TO TIME AND AT ANY TIME, ANY OF THE TERMS AND CONDITIONS IN ITS PRICING LIST (INCLUDING WITHOUT LIMITATION ANY SUBSCRIPTION FEES AND SUBSCRIPTION PERIODS). THE CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT IT IS THE CUSTOMER’S OBLIGATION TO ACCESS AND REVIEW THE COMPANY’S THEN CURRENT PUBLISHED PRICING LIST WHICH IS IN EFFECT AT THE TIME OF THE CUSTOMER’S INITIAL SUBSCRIPTION PERIOD AND, IN THE EVENT THE CUSTOMER’S SUBSCRIPTION IS RENEWED, IN EFFECT AT THE TIME OF EACH RENEWAL PERIOD. THE CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THE CUSTOMER IS AND WILL BE BOUND BY THE THEN-CURRENT PRICING LIST (INCLUDING BUT NOT LIMITED TO THE THEN-CURRENT SUBSCRIPTION FEE) IN EFFECTIVE AS OF THE FOLLOWING DATES: (A) THE EFFECTIVE DATE OF THE CUSTOMER’S INITIAL SUBSCRIPTION PERIOD; AND (B) IN THE EVENT THE CUSTOMER’S SUBSCRIPTION IS RENEWED, THE EFFECTIVE DATE OF EACH RENEWAL OF ITS SUBSCRIPTION.
3.6 Customer will pay all sales, use, value added, and other taxes imposed on any Subscription Fees paid to Company under this Agreement.
- Authorized Use of iLS Training Portal by Customer Users Only; Right to Terminate Access Right.
4.1 Customer, through its Subscription Manager, shall restrict use of the iLS Training Portal solely to those employees or other authorized users of the iLS Training Portal who satisfy the following conditions (hereinafter “Customer User(s)”): (a) the individual has been given an authentic and valid invitation by Customer to gain access to and then use the Customer’s Subscription for the iLS Training Portal; and (b) each such individual remains in compliance with all of the terms and conditions of this Agreement, including without limitation any Company iLS Policies. Without limiting the foregoing or any other provision herein in any way, the Company hereby reserves the right, at any time, to require each individual Customer User to consent to the Company’s End User License Agreement document (“EULA”) before each such Customer User will be given an Access Right to use, or will be able to continue to have an Access Right to use, the iLS Training Portal through the Customer’s Subscription.
4.2 The Company, through its Subscription Manager, is solely responsible for monitoring the use of the iLS Training Portal by all Customer Users; provided, however, the Customer is ultimately and solely responsible for: (i) all uses (or misuses) of the iLS Training Portal by all its Customer Users; (ii) any breaches of this Agreement caused by any Customer Users; and (iii) any breach by any Customer User of any EULA which may exist pursuant to Section 4.1 herein.
4.3 Customer, through its Subscription Manager, is required to immediately notify Company of each Customer User that Customer no longer is giving access to the iLS Training Portal in order to allow Company the ability to terminate the applicable Customer User’s access to the iLS Training Portal.
4.4 The Customer hereby represents and warrants to Company that the individual that has initially consented to this Agreement on behalf of the Customer is an authorized agent or representative of the Customer and, thus, such individual has all requisite power and authority to bind the Customer to this Agreement.
- Additional Responsibilities of Customer. Customer shall be solely responsible for:
(a) procuring, at its expense, the necessary environment at the Customer’s location(s) to use the iLS Training Portal, including, without limitation, all computer hardware, software and equipment, Internet access and telecommunications services (“Systems”);
(b) keeping its user names and passwords secret and confidential, and, for any communications or transactions that are made, using the same;
(c) changing its user names and passwords if it believes that the same has been stolen or might otherwise be misused;
(d) ensuring that each Customer User is aware of the material terms of this Agreement and the Terms and Conditions of Use and that no person who is not an authorized user be allowed access to the iLS Training Portal;
(e) maintaining recommended information security tools, technologies, fire walls, antivirus, malicious software removal and detection software, etc. and to implement and maintain appropriate administrative, physical, and technical safeguards to data from unauthorized access, use or alteration; and
(f) complying with all other laws, rules and regulations related to the Customer’s use of its Systems.
- Reservation of Rights.
6.1 Subject only to the limited Access Right granted to Customer pursuant to Section 2 above, all rights, title and interest (including without limitation all global intellectual property rights) in and to the iLS Training Portal, including without limitation the underlying code or programs that operates the iLS Training Portal, all SSI Course Material (as defined herein) provided by Company though the its proprietary iLS ™ Training Portal, the all Company Trademarks (including without limitation SSI’s proprietary iLS ™ trademark), and all goodwill associated therewith (hereinafter collectively referred to as the “Company IP Assets”) shall at all times remain the sole and exclusive property of Company. Customer and Customer Users shall not in any manner represent that they have acquired any rights in the Company IP Assets beyond or in addition to the limited Access Right expressly granted by Company to the Customer pursuant to only Section 2 above.
6.3 Each User hereby further agrees that: (a) any and all use of the Company IP Assets by Customer or its Customer User as authorized by this Agreement shall inure to the sole benefit of Company; and (b) Customer and Customer Users shall not challenge Company’s exclusive rights to and ownership of the Company IP Assets, nor take any action inconsistent with Company’s exclusive rights to and ownership of the Company IP Assets.
- Confidentiality. Each User hereby agrees that all Company IP Assets (as defined above), including without limitation the underlying iLS Training Portal and all SSI Course Material, may contain valuable trade secrets and confidential information that is owned by Company. Each User shall take all commercially reasonable precautions to prevent inadvertent disclosure any of the Company IP Assets, including all know how and confidential information therein. Each User shall not disclose any part of the Company IP Assets to anyone for any purpose, other than to its Customer Users for the sole purpose of using the iLS Training Portal only as explicitly permitted under this Agreement.
- Term and Termination.
8.1 This Agreement shall commence as of the Effective Date noted above and shall continue until the earlier to occur of the following: (i) any termination of this Agreement under Section 8.2 below; or (ii) the Subscription Period otherwise expires or terminates (the “Term).
8.2 In addition to any other right of termination set forth in this Agreement, this Agreement may be terminated by Company:
(a) for convenience upon giving thirty (30) ) days’ notice to Customer; or
(b) immediately if any one or more of the following occurs:
(i) if the Customer or any one Customer User is in violation of, or has otherwise breached, this Agreement, including without limitation violating or breaching any Company iLS Policies; or
(ii) if any one of the Customer Users is in violation of, or has breached, the EULA (if one exists and as such term is defined in Section 4.1 herein).
8.3 Upon any type of termination, expiration or cancellation of this Agreement, all rights granted to Customer (and its Customer Users) hereunder, including without limitation the Access Right, shall immediately and automatically cease. Without limiting the foregoing in any way, upon the effective date of such termination, expiration or cancellation:
(a) Customer and all of its Customer Users shall cease using the iLS Training Portal, all SSI Course Material, and any other Company IP Assets (as defined above) that was made available by the Company; and
(b) Customer and all Customer Users shall return to Company or destroy (and certify the destruction thereof in writing), at Company’s option, all copies of all of the Company IP Assets. All provisions of this Agreement that by their terms, nature or context are intended by the parties to survive the termination, expiration or cancellation of this Agreement shall do so.
8.4 Upon any type of termination, expiration or cancellation of this Agreement, the following additional terms shall govern the Customer Content:
(a) the provisions of Section 2.3 shall govern the Customer’s access and all Customer Users’ access to Customer Content in all instances in which Company has exercised its right to Change or Discontinue Support of the iLS Training Portal as contemplated by such Section 2.3;
(b) if Company has exercised its right of termination for convenience pursuant to Section 8.2(a) above, the Customer and each of its Customer Users shall have thirty (30) calendar days after the effective date given by Company for such termination for convenience in which to download copies of their Customer Content, with the understanding and agreement that after such thirty (30) day period Company shall not be responsible to provide access to any such Customer Content thereafter.
(c) if a Customer has not renewed its Subscription pursuant to this Agreement, then Customer and each of its Customer Users shall have thirty (30) calendar days after the expiration date of the Subscription Period in which to download copies of their Customer Content, with the understanding and agreement that after such thirty (30) day period Company shall not be responsible to provide access to any such Customer Content thereafter.
(d) except as set forth in subsections (a), (b) and (c) of this Section 8.4, Company shall not have any other obligation under this Agreement to provide access to any such Customer Content after any type of termination, expiration or cancellation of this Agreement.
- Links to Third Party Sites. As a convenience to Customer and Customer Users, Company may now, or in the future, provide links to other sources of information or other internet web sites that are not owned by Company and are not under Company’s control (“Third Party Sources”). Company does not control the Third-Party Sources and is not responsible for the data, material, recommendations, or any other information included in any Third-Party Sources, including without limitation any subsequent links contained within a linked web site, or any changes or updates to a linked web site. Any reference from the Company’s iLS Training Portal to any entity, product, service, or information provided through a Third-Party Source does not constitute an endorsement or recommendation by Company. No Third-Party Source is authorized or permitted to make any representations or warranties on Company’s behalf. Your use or visit to any Third-Party Source, or Your act of providing any of your personal information to the owner of any Third-Party Source constitutes Your automatic agreement that Your action using such Third Party Source (including without limitation any information provided through any such Third Party Source) shall be subject to and governed by the terms and conditions of such Third Party Source, including without limitation the privacy policies of any such Third Party Source.
- Disclaimer of Warranty.
CUSTOMER AND EACH CUSTOMER USER ACKNOWLEDGES AND AGREES THAT THE ILS TRAINING PORTAL (INCLUDING WITHOUT LIMITATION THE SSI COURSE MATERIAL OR ANY OTHER SSI IP ASSETS WHICH MAY BE PROVIDED THROUGH THE ILS TRAINING PORTAL) ARE PROVIDED TO CUSTOMER AND ITS CUSTOMER USERS ON AN “AS IS” AND “AS AVAILABLE” BASIS.
THE COMPANY MAKES NO, AND HEREBY EXPLICITLY DISCLAIMS ALL, REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY OF INFORMATIONAL CONTENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
CUSTOMER AND CUSTOMER USERS ASSUME THE ENTIRE RISK REGARDING THEIR USE OF, AND THE RESULTS AND PERFORMANCE ARISING OUT OF, THE ILS TRAINING PORTAL, INCLUDING WITHOUT LIMITATION THE SSI COURSE MATERIAL OR ANY OTHER SSI IP ASSETS WHICH MAY BE PROVIDED THROUGH THE ILS TRAINING PORTAL.
THE CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING ITS ACTIONS (OR INACTIONS) NEEDED TO BE IN COMPLIANCE WITH, AND FOR IT ULTIMATE LEGAL COMPLIANCE OR NON-COMPLIANCE WITH, ALL LAWS AND REGULATIONS IN ALL APPLICABLE JURISDICTION WITH REGARD TO ANY AND ALL INFORMATION, GUIDANCE, TRAINING, DATA, OR ANY OTHER COUNSELING PROVIDED THROUGH THE ILS TRAINING PORTAL ( INCLUDING WITHOUT LIMITATION THROUGH THE SSI COURSE MATERIAL OR ANY OTHER SSI IP ASSETS WHICH MAY BE PROVIDED THROUGH THE ILS TRAINING PORTAL).
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR THE COMPANY’S AUTHORIZED REPRESENTATIVES SHALL CREATE ANY REPRESENTATION OR WARRANTY OF ANY KIND.
THE COMPANY FURTHER DOES NOT REPRESENT OR WARRANT THAT THE ILS TRAINING PORTAL (INCLUDING WITHOUT LIMITATION THE SSI COURSE MATERIAL OR ANY OTHER SSI IP ASSETS WHICH MAY BE PROVIDED THROUGH THE ILS TRAINING PORTAL) WHICH MAY BE MADE AVAILABLE TO A USER WILL OPERATE OR FUNCTION UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER MAKING THE ANY OF THE FOREGOING AVAILABLE, OR THAT ANY OF THE OTHER FOREGOING IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS.
CUSTOMER AND ALL CUSTOMER USERS EXPLICITLY ACKNOWLEDGE AND AGREE THAT:
(A) THE COMPANY IS NOT RESPONSIBLE FOR ANY STATEMENT, OPINION, OR ADVICE MADE BY ANYONE (INCLUDING WITHOUT LIMITATION ANY CUSTOMER CONTENT OF, OR STATEMENT, OPINION OR ADVICE PROVIDED BY, ANY CUSTOMER OR CUSTOMER USER) OR ANY DAMAGES ARISING FROM THE FOREGOING, OTHER THAN AN AUTHORIZED STATEMENT MADE BY AN AUTHORIZED REPRESENTATIVE OF SSI HEREINAFTER AN “SSI AUTHORIZED REPRESENTATIVE”) SPEAKING ONLY IN HIS/HER OFFICIAL CAPACITY AS SUCH SSI AUTHORIZED REPRESENTATIVE; AND
(B) THE COMPANY DOES NOT ENDORSE OR VERIFY THE ACCURACY OR RELIABILITY OF ANY STATEMENT, OPINION, OR ADVICE MADE BY ANYONE (INCLUDING WITHOUT LIMITATION ANY CUSTOMER CONTENT OF, OR STATEMENT, OPINION OR ADVICE PROVIDED BY, ANY CUSTOMER OR CUSTOMER USER), OTHER THAN AN AUTHORIZED STATEMENT MADE BY ANY COMPANY SSI AUTHORIZED REPRESENTATIVE SPEAKING ONLY IN HIS/HER OFFICIAL CAPACITY AS SUCH SSI AUTHORIZED REPRESENTATIVE.
- Limitation of Liability. IN NO EVENT SHALL THE COMPANY, OR ITS SUBSIDIARIES, AFFILIATES, OR ANY OF THEIR DIRECTORS, OFFICES, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE TO ANY USER OR TO ANY THIRD PARTY FOR ANY DIRECT (TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW), CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND, OR ANY OTHER DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM INCONVENIENCE, INTERRUPTION OF BUSINESS, LOSS OF USE, DOWNTIME LOSS, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF REVENUE) WHETHER OR NOT THE COMPANY OR ANY OF THE FOREGOING HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER BASED IN WARRANTY, CONTRACT, TORT OR AN OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF (OR INABILITY TO USE), THE PERFORMANCE OF, OR THE RESULTS FROM THE USE OF, THE ILS TRAINING PORTAL, ANY SSI COURSE MATERIAL, OR ANY OTHER SSI IP ASSETS (AS SUCH TERMS ARE DEFINED HEREIN).
IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, WARRANTY, OR ANY OTHER LEGAL THEORY OF LIABILITY) EXCEED THE LESSER OF ONE THOUSAND U.S. DOLLARS ( $1,000) OR THE AMOUNTS PAID TO THE COMPANY FOR THE SERVICES GIVING RISE TO A CLAIM IN THE TWELVE MONTHS PRECEDING THE DATE OF SUCH CLAIM.
- Indemnification.Upon a request by Company, the Customer and the applicable breaching Customer User each hereby agree to defend, indemnify, and hold Company, its affiliates and their officers, directors, employees and agents and representatives harmless from all liabilities, claims, and expenses, including attorney’s fees, that arise out of, or is related to each User’s:
(a) violation or breach of this Agreement, including without limitation any such User’s breach or violation of the Company iLS Policies;
(b) violation or breach of the EULA by any Customer User (if any EULAs exist as contemplated by Section 4.1 herein); or
(c) any use, misuse, or unpermitted use of the iLS Training Portal, any SSI Course Material, or any other Company IP Assets; or
(d) any infringement by any User of any intellectual property or other rights of any person or entity.
Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by any User under this provision, in which event the User will cooperate with Company in that action.
- Change in the Terms of this Agreement.ONCE THE FIRST CUSTOMER USER OF THE CUSTOMER BEGINS TO USE THE ILS TRAINING PORTAL, SSI MAY MODIFY THIS AGREEMENT AT ANY TIME AND FROM TIME TO TIME (“CHANGES”), AFTER GIVING REASONABLE NOTICE TO THE CUSTOMER. CUSTOMER AND CUSTOMER USERS HEREBY AGREE THAT SUCH REASONABLE NOTICE MAY INCLUDE, BUT IS NOT LIMITED TO, A GENERAL NOTICE ON ANY SSI WEBSITE. ONCE SSI PROVIDES SUCH NOTICE OF SAID CHANGE, THE CUSTOMER AND EACH OF ITS CUSTOMER USERS AUTOMATICALLY CONSENT THEREAFTER BE BOUND BY THE VERSION OF THIS AGREEMENT THAT IS IN EFFECT THE NEXT TIME THE FIRST CUSTOMER USER OF THE CUSTOMER VISITS AND/OR USE THE ILS TRAINING PORTAL. ANY USE OF THE ILS TRAINING PORTAL THEREAFTER SHALL BE DEEMED TO CONSTITUTE ACCEPTANCE BY CUSTOMER AND ALL OF ITS CUSTOMER USERS OF ALL SUCH CHANGES.
- Certain Uses of User Information by Company. Each User hereby agrees that Company has, and each such User hereby explicitly grants to Company, a non-exclusive, worldwide, perpetual, assignable, sub-licensable, transferable, fully paid up right and license to use in a de-identified format any Customer Content in the normal course of Company’s business, including without limitation for the following purposes: (i) for statistical analysis, industry trend analysis, and/or evaluating the efficiency of the features and functionalities of the iLS Training Portal or any other applications developed by Company; (ii) for any marketing, advertising or other methods of promoting (in digital, print or in any other media) the iLS Training Portal, any other products or services of Company; and/or (iii) for any other purposes that support and promote Company’s overall business operations
- General Provisions
15.1 Governing Law. The Company develops, maintains, and controls the iLS Training Portal, its website and its other products and services from its corporate offices in the State of Arizona, United States of America. The laws of the State of Arizona, USA shall govern this Agreement for all purposes, without regard to the conflicts of laws principles thereof or the United Nations Convention on the International Sales of Goods. Each User agrees and hereby irrevocably submits to the exclusive personal jurisdiction and venue by the state and federal courts in Maricopa County in the State of Arizona with respect to all such matters.
15.2 Remedies. Each User acknowledges and agrees that monetary damages may not be a sufficient remedy for unauthorized use of the iLS Training Portal, any Company Material, or any other Company IP Assets, and therefore each User hereby agrees that Company shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court or arbitration panel of competent jurisdiction without necessity of posting a bond and without having to plead and prove lack of an adequate remedy at law.
15.3 Attorney Fees. If any suit or action is filed by any party to enforce this Agreement or otherwise with respect to the subject matter of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees incurred in preparation or in prosecution or defense of such suit or action as fixed by the trial court and, if any appeal is taken from the decision of the trial court, reasonable attorney fees as fixed by the appellate court.
15.4 Notices. Notices to Company must be sent to the Services@SSinstruction.com, attention of President. Except as set forth in Section 13 of this Agreement (“Change in the Terms of this Agreement”), notices to a User may be sent by Company to the email address or any other contact address that the User may have supplied at any time to Company. In addition, Company may broadcast notices or messages through the iLS Training Portal or through any Company website to inform each User of changes to the iLS Training Portal or this Agreement or other matters of importance, and such broadcasts shall constitute notice by Company to each User at the time of sending. Regardless of the method of sending the notice, all notices send to User by Company shall be deemed to be given and deemed to be effective as of the date sent or posted by Company.
15.5 Binding Effect; No Assignment by Users; Permissible Assignment by Company. This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that Customer and the other Users do not have any right to assign this Agreement, in whole or in part. Any purported assignment by a User in violation of this Section shall be void. Company shall have the right to assign this Agreement, or any part of it, in its sole discretion to any party, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by such successors and assigns.
15.6 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties concerning the subject matter of this Agreement and supersedes all prior agreements and understandings of the parties with respect to that subject matter. Without limiting Company rights in Section 13 of this Agreement (“Change in the Terms of this Agreement”), each user agrees that this Agreement may not be altered, supplemented, or amended by any User without the prior written consent of Company.
15.7 Enforcement. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Company, its agents, or employees, except upon an instrument in writing signed by an authorized employee of Company No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the remainder of the Agreement shall continue in effect.
15.8 Force Majeure. The Company shall not be liable for any delay or failure in performance, nor shall the Company be deemed to be in default of any provision of this Agreement, due to any Force Majeure, which shall include without limitation acts of God, disease, earthquake, weather conditions, labor disputes, changes in law, regulation or government policy, terrorist acts, riots, war, fire, epidemics, acts or omissions of vendors or suppliers, equipment failures, transportation difficulties, malicious or criminal acts of third parties, or other occurrences which are beyond the Company’s reasonable control.
15.9 Contact Information. If you have any questions about this Agreement, or about the iLS Training Portal, please email SSI Services@SSinstruction.com.