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Terms of Use

The terms of use outlined in this Terms of Use Agreement (“Agreement”) govern your use of the VitalSmarts Online Training Platform (“Training Platform”). By clicking the “Register” button and proceeding to use the Training Platform you are agreeing to comply with and be bound by the following terms of use. Please review the following terms carefully. If you do not agree to these terms of use, do not click the “Register” button and do not access or use the Training Platform.

Acceptance of Agreement

This Agreement, together with any other Agreement you, your employer or another acting on your behalf has entered into with us in connection with the purchase of your license to the content hosted on the Training Platform, constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Training Platform, the content, products or services provided by or through the Training Platform, and the subject matter of this Agreement. This Agreement may be amended at any time by us without specific notice to you. The latest Agreement will be posted on the Training Platform website, and you should review this Agreement prior to each use of the Training Platform.

Term

This Agreement and your right to use the Training Platform shall remain in effect during the time you are duly license to access the content contained on the Training Platform. VitalSmarts retains the right to terminate this Agreement, effective immediately, at their sole discretion. You agree that upon such termination your sole and exclusive remedy is a refund of the applicable fees you actually paid in connection with the terminated training lesson.

Copyright, Trademark

The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Training Platform are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Training is strictly prohibited. Your use of the Training Platform does not mean you acquire ownership rights to any content, document or other materials viewed through the Training Platform or any other VitalSmarts’ content or materials, no matter the medium in which it appears. You shall not remove, delete, alter, or obscure any trademarks or any copyright, or other intellectual property or property rights notices included on or in the Training Platform, including any on copy thereof. The posting of information or materials on the Training Platform by you or by VitalSmarts does not constitute a waiver of any of our rights in such information and materials or the rights of third parties who may own such information or materials, as the case may be.

Service Marks.

Products and names mentioned on the Training Platform may be trademarks of their respective owners.

Limited Right to Use.

Unless otherwise specified in a separate agreement governing your use of the materials on the Training Platform, the viewing, printing or downloading of any content, graphic, form or document from the Training Platform grants you only a limited, revocable at the sole option of VitalSmarts, nonexclusive, non-transferable, non-assignable, non sublicensable license for use solely by you for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use or exploitation. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use.

Editing, Deleting and Modification.

We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Training Platform without notice to you at any time. We reserve the right to completely shut down, either permanently or temporarily, the Training Platform at our sole discretion, without notice to you.

Indemnification.

You agree to indemnify, defend and hold us and our partners, attorneys, staff, advertisers, product and service providers, and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of this Agreement or use of the Training Platform, including, but not limited to, any Submission (as defined herein) you might submit to VitalSmarts.

Nontransferable.

Your right to use the Training Platform is not transferable. Any password or right given to you to access, use, and receiving training through the Training Platform is not transferable or assignable.

Disclaimer and Limits.

THE INFORMATION FROM OR THROUGH THE TRAINING PLATFORM IS PROVIDED “AS-IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE PRODUCTS, SERVICES, AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE TRAINING PLATFORM SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. WE DO NOT PROVIDE LEGAL ADVICE NOR ENTER INTO ANY ATTORNEY-CLIENT RELATIONSHIP. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING THE FORM OR DOCUMENT IS DISCLAIMED. WE WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE OUR SITE. OUR MAXIMUM LIABILITY TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE PURCHASE PRICE YOU PAY FOR ANY GOODS, SERVICES OR TRAINING THROUGH THE TRAINING PLATFORM.

Use of Information.

We reserve the right, and you authorize us, to the use and assignment of all information regarding the Training Platform uses by you and all information provided by you in any manner consistent with our Privacy Policy. All remarks, suggestions, ideas, graphics, or other information communicated by you to us through the Training Platform (collectively, the “Submission”) will forever be the property of VitalSmarts. VitalSmarts will not be required to treat any Submission as confidential, and will not be liable for any ideas for its business (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in future products, services or operations. Without limitation, VitalSmarts will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. VitalSmarts will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not VitalSmarts, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

You agree not to make any Submission that violates applicable law, standards of decency that would be expected in a business or educational setting or that infringe the intellectual property rights of any entity or individual.

Privacy Policy.

Our Privacy Policy, as it may change from time to time, is a part of this Agreement. Our Privacy Policy can be found at: vitalsmarts.com/privacy-policy

Platform Provider

The Training Platform is provided by Intrepid Learning, Inc., (“Intrepid”) and any use of the services and software is subject to the Intrepid’s separate terms of use and privacy policy, as available on the Training Platform.

Compliance with Laws

You agree to comply with all applicable laws and regulations, including, but not limited export control laws. You further acknowledge that use of the Training Platform, and any content, products, or materials obtained from VitalSmarts in any manner, may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release any information to, or otherwise make available to, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.

Miscellaneous.

This Agreement shall be treated as though it were executed and performed in Provo, Utah, and shall be governed by and construed in accordance with the laws of the State of Utah (without regard to conflict of law principles). Any cause of action by you with respect to the Training Platform (and/or any information, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in Denver, CO. You expressly submit to the exclusive jurisdiction of said courts and consent to extra-territorial service of process. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Training Platform is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Any breach of this Agreement shall entitle us to our reasonable attorney’s fees and costs associated with such breach if we are forced to bring an arbitration or legal action to remedy the breach. We shall be entitled to all damages incurred pursuant to such breach.