END-USER LICENSE AGREEMENT
Last Updated: April 12, 2017
Only individuals eighteen (18) years of age or older may use the Platform.
Subject to these Terms, T71 grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited and revocable license to use the Platform for personal use or for internal uses by your employer at the time you were granted access to the Platform only (“User License”). The User License is hereby incorporated into these Terms. Any use of the Platform in any other manner, including, without limitation, resale, reverse-engineering, disassembling, redistribution, transfer, modification or distribution of the Platform or text, pictures, video, data, hyperlinks, displays, and other content associated with the Platform is prohibited. You may not copy (except as expressly permitted by this Agreement), decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Platform, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by licensing terms governing use of any open-sourced components included with the Platform). If you breach any of these restrictions, you may be subject to prosecution and damages. These Terms and User License also govern any updates to, or supplements or replacements for this Platform unless separate terms accompany such updates, supplements or replacements, in which case the separate terms will apply.
The User License is effective until terminated by you or T71, with or without written notice. Your rights under the User License will terminate automatically without notice from T71 if you fail to comply with any Terms or terms of the User License. Upon termination of the license, you shall cease all use of the Platform and destroy all copies, full or partial, of the Platform or Content.
For certain aspects of the Platform, you may be asked to register an account. In the event you agree to register an account, you will select and/or receive a username and password upon providing registration information and successfully completing the registration process. This account is personal to you, and you will not share it or allow any other person to utilize your account. You may never use another’s account without permission. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password. You agree to immediately notify T71 in the event your registration information changes or you learn of or have reason to suspect any unauthorized use of your account or any other breach of security. You also agree that you will provide truthful and accurate information during the registration process. T71 may refuse to grant a particular username to you for any reason.
T71 reserves the right to deny or revoke access to this Platform, or any part thereof, or to otherwise terminate a user's access to its Platform, at any time in its sole discretion, with or without cause and without notice to you.
Various Platform features, may use, maintain, or transmit personal information, including, without limitation, your name, password and email address, (collectively “User Information”).
You further agree that T71, its service providers, and/or others involved in creating or providing the Platform, may collect and use technical data and related information—including, but not limited to, technical information about your device, system and Platform software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Platform.
Taxes are recalculated when you change the physical mailing address for your Treadstone 71Training Platform account provided that such change is received more than three business days in advance of the reoccurring subscription charge payment due date. Where changes of address are received less than three business days of the reoccurring subscription charge payment due date, the tax rate associated with the new mailing address will be reflected in the next billing cycle.
External Services and Third Party Materials
The Platform may enable access to the third party services and websites outside of the Platform (collectively and individually, “External Services”). External Services include, but are not limited to LinkedIn, and other social media platforms. Use of the External Services may require you to accept additional terms. Certain External Services may display, include, or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the External Services, you acknowledge and agree that neither T71, nor its agents or those involved in creating or providing the Platform, is responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third Party Materials or web sites. Neither T71, nor its agents or those involved in creating or providing the Platform, warrant or endorse, and do not assume and will not have any liability or responsibility to you or any other person for any External Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you. You agree to use the External Services at your sole risk and neither T71, nor its agents or those involved in creating or providing the Platform, shall have any liability to you for content that may be found to be offensive, indecent, or objectionable. T71 reserves the right to change, suspend, remove, or disable access to any External Services at any time without notice. In no event will T71 be liable for the removal of or disabling of access to any such External Services. T71 may also impose limits on the use of or access to certain External Services, in any case and without notice or liability to you.
Use of the Platform is limited to the contemplated functionality. The Platform shall not be used in any way that does any of the following:
Harasses, abuses, stalks, threatens, defames, or otherwise infringes or violates the rights of any other party (including, but not limited to, trademark, copyright, rights of publicity or other proprietary rights).
Is unlawful, fraudulent, or deceptive.
Uses technology or other means to access unauthorized content or non-public spaces, including, but not limited to, use of “bots,” “spiders,” or “crawlers.”
Attempts to (a) introduce viruses or any other harmful computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, (b) damage, disable, overburden, or impair the T71 servers or networks, or (c) gain unauthorized access to the T71 computer network(s) or user account(s).
Encourages conduct that would constitute a criminal offense, or that gives rise to civil liability.
Violates these Terms in any manner.
Fails to comply with applicable third party terms and conditions or other third party policies (collectively “Acceptable Use”).
T71 reserves the right, in its sole discretion, to terminate any User License, remove Content, assist law enforcement in the prosecution of criminal liability, or assert a civil or criminal legal action with respect to Content or use of the Platform, that T71 reasonably believes is or might be in violation of these Terms or applicable law, but failure or delay in taking such actions does not constitute a waiver of T71’s rights to enforce these Terms.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
You may generate content, written or otherwise, while using the Platform (“User-Generated Content”). You hereby (a) acknowledge and agree that you and you alone are responsible for your own User Generated Content, and (b) grant to T71 and its successors a worldwide, irrevocable, transferrable, sublicensable, fully-paid, royalty-free, non-exclusive license to reproduce, display, modify, delete from, add to, adapt, publish, prepare derivative works from, and otherwise use your User-Generated Content in any way, including, but not limited to, in advertising and product marketing campaigns; and that with respect to T71’s use of User-Generated Content, to the extent allowable under applicable law, you waive in favor of T71, all rights of “Droit Moral” or “Moral Rights of Authors” or any similar rights or principles of law that you may now or later have to the User-Generated Content.
Feedback and Submissions
If you submit comments, ideas, or feedback to us through the Platform or otherwise, you agree that we can use them without any restriction or compensation to you. We do not waive any rights to use similar or related ideas or feedback previously known to us, developed by T71, or obtained from sources other than you.
To the fullest extent allowable under applicable law, you agree to indemnify and hold harmless T71, including its agents, affiliated companies, employees, contractors, directors, and officers, and anyone involved in creating or providing the Platform, from all claims or causes of action, liabilities, damages, costs, fines, penalties, and expenses (including attorneys’ fees) occurring from or related to the use or misuse of the Platform, violation of these Terms, or violations of any rights of a third party, or any allegation thereof. T71 reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate in asserting any available defenses.
T71 IS PROVIDING THE PLATFORM AND CONTENT “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED. YOU USE THE PLATFORM AT YOUR OWN RISK. TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, T71 DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES THAT THE PLATFORM IS MERCHANTABLE, RELIABLE, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, NON-INFRINGING OR FREE OF DEFECTS OR ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, OR THAT THE USE OF THE PLATFORM BY THE USER IS IN COMPLIANCE WITH LAWS, OR THAT INFORMATION TRANSMITTED IN CONNECTION WITH THE PLATFORM WILL BE SUCCESSFULLY, ACCURATELY OR SECURELY TRANSMITTED.
TO THE FULLEST EXTENT ALLOWABLE UNDER PLATFORMLICABLE LAW, IN NO EVENT SHALL T71 OR ITS AGENTS, AFFILIATED COMPANIES, EMPLOYEES, CONTRACTORS, DIRECTORS, AND OFFICERS, AND ANYONE INVOLVED IN CREATING OR PROVIDING THIS PLATFORM OR CONTENT (A) BE LIABLE WITH RESPECT TO USE OF THE PLATFORM; AND/OR (B) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOSS, THEFT OR CORRUPTION OF USER INFORMATION, OR THE INABILITY TO USE THE PLATFORM. T71, ITS AGENTS AND ANYONE INVOLVED IN CREATING OR PROVIDING THIS PLATFORM OR CONTENT SHALL NOT BE LIABLE EVEN IF ANY OF THEM OR ANY AUTHORIZED REPRESENTATIVE OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES OR INJURY CAUSED BY ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, UNAUTHORIZED USE, DELAY IN OPERATION OR TRANSMISSION, LINE FAILURE, COMPUTER VIRUS, WORM, TROJAN HORSE OR OTHER HARM.
FOR USERS OF THE PLATFORM WHO RESIDE WITHIN THE EUROPEAN UNION, THE AFOREMENTIONED DOES NOT APPLY TO CLAIMS FOR DAMAGES BASED ON THE INJURY OF LIFE, BODY OR HEALTH OR CLAIMS BASED ON THE BREACH OF ESSENTIAL CONTRACTUAL OBLIGATIONS (CARDINAL DUTIES) AS WELL AS CLAIMS FOR OTHER DAMAGES BASED ON A WILLFUL OR GROSSLY NEGLIGENT BREACH OF DUTIES BY T71, ITS LEGAL REPRESENTATIVES OR AUXILIARY PERSONS. ESSENTIAL CONTRACTUAL OBLIGATIONS ARE THOSE THAT ARE NECESSARY FOR ACHIEVING THE OBJECTIVES OF THE CONTRACT. IF T71 BREACHES ESSENTIAL CONTRACTUAL OBLIGATIONS VIS-À-VIS USERS OF THE PLATFORM WHO RESIDE WITHIN THE EUROPEAN UNION, T71 WILL ONLY BE LIABLE FOR THE TYPICAL AND PREDICTABLE DAMAGE IF THE DAMAGE WAS CAUSED BY SLIGHT NEGLIGENCE. THIS DOES NOT APPLY TO DAMAGES THAT ARE BASED ON THE INJURY OF LIFE, BODY OR HEALTH. THE AFOREMENTIONED RESTRICTIONS ALSO APPLY IN FAVOR OF THE LEGAL REPRESENTATIVES AND AUXILIARY PERSONS OF T71 IF CLAIMS ARE DIRECTLY ASSERTED AGAINST THEM. THE PROVISIONS OF THE GERMAN PRODUCT LIABILITY ACT AND THE MANDATORY PROVISIONS OF THE PRODUCT LIABILTIY ACTS OF OTHER EUROPEAN UNION MEMBER STATES REMAIN UNAFFECTED.
FOR USERS OF THE PLATFORM WHO RESIDE OUTSIDE OF THE EUROPEAN UNION, YOU AGREE THAT ALL CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THIS PLATFORM, SHALL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION AND THAT YOUR SOLE REMEDY IS TO CEASE USE OF THE PLATFORM.
FOR USERS OF THE PLATFORM WHO RESIDE OUTSIDE OF THE EUROPEAN UNION, in the event that applicable law does not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental, consequential or other damages, in no event shall T71, its agents or anyone involved in creating or providing this Platform or Content be liable for damages, losses, and/or causes of action exceeding the amount, if any, paid by you for use of the Platform or $100, whichever is less.
Ownership of Content
All content, including text, images, video, lab environments and other content made available through the Platform is owned by T71 and/or third parties that have given permission for T71 to make such content or lab environments available through the Platform (“Platform Content”). Your use of the Platform, and your agreement to these Terms (and those of any other websites or services to which you gain access through the Platform), does not provide you with or transfer to you in any manner an interest in, or ownership right to, such Platform Content, which shall remain the property of T71 or other third party owner. For purposes of clarity, through your use of the Platform (and other sites to which you gain access hereby), you are provided with permission to use such Platform Content for the time period that you are a registered user of the Platform. This permission does not provide you with, or transfer to you, an ownership or other interest in any Platform Content. No Platform Content may be reproduced, republished, uploaded, posted, transmitted, reproduced, distributed, copied, publicly displayed or otherwise used by you for any commercial purposes, except as provided in these Terms or as permitted by the owner thereof. Moreover, you may not distribute, reproduce, republish, display, modify, transmit, reuse, repost, link to, or use any materials of the Platform Content without the written permission of T71 or owner thereof. Modification of any materials displayed in the Platform Content without prior written permission from T71 or other third party owner, is a violation of T71’s or other third party owner’s copyright and other proprietary rights.
The T71, Treadstone 71, and Treadstone 71, LLC name, logo and other marks, graphics and logos and designations of source used in connection with the Platform are trademarks of T71 (collectively “The T71 Marks”). Nothing contained in the Platform or other websites accessed hereby should be construed as granting you, by implication, or otherwise, permission to use any trademark displayed herein or therein, without the explicit written permission of its owner. The T71 Marks may not be copied, imitated or used, in whole or in part, without the prior written permission of T71.
Choice of Law, Arbitration and Jurisdiction for Disputes
Binding Arbitration for users who reside outside of the European Union: To the fullest extent allowable under applicable law, any controversy or claim arising out of your downloading, installation, use of or other interaction with the Platform shall be settled by binding arbitration in a location determined by the arbitrator as set forth herein (provided that such location is reasonably convenient for claimant), or at such other location as may be mutually agreed upon by the parties, in accordance with the procedural rules for commercial disputes set forth in the Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS Rules and Procedures”) then prevailing, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. The arbitrator shall apply Illinois law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. In the event that the claimant is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, T71 will pay as much of the claimant’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither claimant nor T71 shall be entitled to arbitrate their dispute. Upon filing a demand for arbitration, all parties to such arbitration shall have the right of discovery, which discovery shall be completed within sixty (60) days after the demand for arbitration is made, unless further extended by mutual agreement of the parties. THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. DO NOT DOWNLOAD AND/OR USE THIS PLATFORM IF YOU DO NOT AGREE TO HAVE ANY CLAIM OR CONTROVERSY ARBITRATED IN ACCORDANCE WITH THESE OFFICIAL RULES.
FOR USERS OF THE PLATFORM WHO RESIDE OUTSIDE OF THE EUROPEAN UNION, BY DOWNLOADING, INSTALLING, USING, OR OTHERWISE INTERACTING WITH THE PLATFORM, YOU AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE PLATFORM WILL BE RESOLVED INDIVIDUALLY THROUGH BINDING ARBITRATION AS SET FORTH ABOVE, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; (2) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD PARTY, OUT-OF-POCKET COSTS INCURRED (IF ANY), BUT IN NO EVENT WILL ATTORNEYS' FEES BE AWARDED OR RECOVERABLE; (3) UNDER NO CIRCUMSTANCES WILL YOU BE PERMITTED TO OBTAIN ANY AWARD FOR, AND YOU HEREBY KNOWINGLY AND EXPRESSLY WAIVE ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT OF POCKET EXPENSES), AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (4) YOUR REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND YOU IRREVOCABLY WAIVE ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT PLATFORMLY TO YOU.
T71 is neither willing nor obliged to participate in conciliation proceedings before a consumer mediation body within the European Union.
Governing Law & Jurisdiction: All disputes in connection with the Platform, shall be governed by, and construed in accordance with, the laws of the State of Florida, without giving effect to the conflict of laws rules thereof. Any matters or proceedings which are not subject to arbitration as set forth above and/or for entering any judgment on an arbitration award, shall take place in the State of Florida in the state or federal courts in Florida and you consent to the exclusive jurisdiction of such courts. Laws in the country where the user of the Platform resides may give the user the right to file claims before the courts of that country and may provide that some laws of that country are also applicable to this Platform. However, if any provision of the Terms or the application of any such provision to any person or circumstance shall be declared to be invalid, unenforceable or void, such decision shall not have the effect of invalidating or voiding the remainder of the Terms, it being the intent and agreement of the parties that the Terms shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible, by substituting therefore another provision that is valid, legal and enforceable so as to materially give effect to T71’s intent.
If any of these Terms shall be deemed invalid, void, or for any reason unenforceable, those terms shall be deemed severable and shall not affect the validity and enforceability of any remaining terms. Failure of T71 to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance.
Modification of these Terms
We will notify you of changes to these Terms by posting the amended terms in this Platform, at least thirty (30) days before the effective date of the changes. If you have provided us with your email address or with consent to contact you via text message or other means, we will also notify you of material changes to these Terms via those means at least thirty (30) days before the effective date of the changes to the address/number you most recently provided to us. We encourage you to keep the contact information you provide to us current, and to promptly notify us of any changes, so that you may receive any notices we send to you regarding material changes to these Terms. If you do not agree to any changes, you should stop using the Platform, and if you are a registered user, you may cancel your account with us within the thirty (30) day period by contacting us at [email protected] and you will not be bound by the new terms. Otherwise, the new terms will take effect after thirty (30) days.
If you have any questions, complaints or claims regarding the Platform or our privacy practices, you can email us at [email protected]