Terms and Conditions
This Agreement is between Paliversity, LLC, a New Jersey (USA) Limited Liability Company (‘Paliversity’) and the individual (‘Participant’) or organization (‘Sponsor’) accepting these Terms. The Agreement sets forth the terms and conditions governing the use of the intellectual property (‘Content’) hosted on www.Paliversity.com (the ‘Site’) by Participant/Sponsor. By becoming a participant user of the Site, checking the ‘I agree’ box on this registration page and/or accessing the Content, Participant/Sponsor enters into a binding and enforceable agreement to be bound by all of the terms and conditions of this Agreement.
The Customer Name on the Order shall be the Sponsor under this Agreement.
Participants shall be provisioned access to the Site and the Content by Paliversity and/or Sponsor.
The Order shall define the Customer, subscription details, user counts, Subscription Term (as defined below) and any other items that may be included on the Order.
Please carefully review the terms of this Agreement before checking the “I Agree” box on the registration form. If Participant/Sponsor does not accept this Agreement, do not proceed with this registration.
Thus, if Participant/Sponsor registers for and accesses the Site and/or Content, Participant/Sponsor agrees to the following in exchange for the mutual commitments and obligations set forth in this Agreement:
1. Binding Terms and Changes
By becoming a registered user of the Site, by clicking the “Accept” button on this registration page, and/or by accessing the Content, Participant/Sponsor acknowledges reading and understanding of this Agreement, and agrees to be bound by all of the terms and conditions of this Agreement. Paliversity may change the terms of this Agreement from time to time. Any changes to this Agreement will be posted on the Site and will become effective and be binding on Participant/Sponsor immediately upon posting. Paliversity may also change the terms by notifying Participant/Sponsor by any other reasonable form of notification, effective immediately upon notice being transmitted. Participant continued use of the Site following such notice constitutes acceptance of those changes both by Participant and any related Sponsor.
2. Password Use and Security
By entering into this Agreement, Participant/Sponsor acknowledges that the Content is only for the exclusive use of the named Participant (even when Participant is accessing under the subscription of a Sponsor). Use or sharing of Participant User Name and Password by another user is not permitted and is cause for immediate breach and termination of this Agreement for cause without notice or refund to Participant/Sponsor.
Participant is solely responsible for maintaining the confidentiality of their User Name and Password and for all activities that occur under Participant User Name and Password. Participant/Sponsor agrees to immediately notify Paliversity at email@example.com upon becoming aware of or having reason to believe that there is any unauthorized use of Participant account or any other breach of security. Participant/Sponsor also agrees to take all reasonable steps to stop such unauthorized use and to cooperate with Paliversity in any investigation of such unauthorized uses of, or infringements of, Paliversity’s intellectual property rights in the Content. Paliversity shall have the sole right, at its expense, to bring any action on account of such infringements or unauthorized uses. Paliversity is in no way liable for any claims related to the use or misuse of Participant User Name and Password due to the activities of any third party outside of Paliversity control or due to Participant/Sponsor failure to maintain confidentiality and security.
3. Use of the Content
Paliversity grants to Participant/Sponsor a non-transferable, non-exclusive, and revocable license for the named Participant to access the Content for a length of time as defined in the Order. (‘Subscription Term’). If no Subscription Term is defined in the Order then a paid Subscription Term shall be defined as 12 months from the date of the Order. Access to the Content is solely for Participant’s use in conduct of operations for the Sponsoring company or organization’s internal business uses only. Participant/Sponsor access to the Content will be terminated at the end of the Subscription Term then in effect.
Except as above, Participant may not use the Content in any way in exchange for monetary consideration. Individuals other than the Participant may not access or view the Content, whether electronically or in print. The Participant is permitted online access to the Content and may not download, save, or print the Content except as specifically identified. Some Content will allow for download in a specific statement on the Site, Content, and the downloaded file (‘Downloadable Content’). In this specific case, Participant/Sponsor is granted the right to download and print a single copy of such specifically-identified Downloadable Content provided the Participant/Sponsor includes all copyright and other proprietary rights notices that appear on the original.
Participant/Sponsor may not disseminate any portion of the Content or Downloadable Content through electronic means, including email lists or bulletin boards, without the prior, specific, written consent of Paliversity. Except as identified in this paragraph, all uses of the defined term Content herein shall mean both Content and Downloadable Content.
Participant/Sponsor may only use this online access in a way that conforms to all applicable laws and regulations. Except as expressly granted by this Agreement, Participant/Sponsor acquires no right, title or license in the Content or other data or materials incorporated in the Content and may not sublicense, sell, or resell the whole or any part of the Content. Except as expressly granted by this Agreement, Participant/Sponsor may not reproduce, transmit, distribute, or use the Content or other data or materials incorporated therein without Paliversity’s prior, specific, written permission. Participant/Sponsor may not commingle any portion of the Content with any other information and shall not edit, modify, or alter any portion. For permission to copy beyond what is expressly provided herein, and/or to reprint anything offered via the Site, contact firstname.lastname@example.org.
4. Free Trials
Should the Participant/Sponsor agree to these Terms as part of a free trial, then this section 4 shall apply. When Participant/Sponsor first agrees to these terms, Paliversity allows for a fourteen day (14) day free trial (“Free Trial Period”) to access limited Content with no payment obligation and no obligation of continued subscription past the Free Trial Period. Paliversity shall have the right to immediately suspend access upon expiration of Participant/Sponsor’s Free Trial Period. Participant/Sponsor may elect to purchase a full subscription after its Free Trial Period by accepting Paliversity’s written Order, which will set forth the Subscription Term, the number of Users, pricing, fees, and reference to these terms. Participant/Sponsor acknowledges and agrees that these Terms will govern Participant/Sponsor use of Training Content during a Free Trial Period and any paid Subscription Term for which Participant/Sponsor accepts an Order.
5. Copyright and Ownership of Intellectual Property
While Paliversity grants Participant/Sponsor the nonexclusive and limited right to access the Content as set forth in this Agreement, Participant/Sponsor acknowledges that Paliversity or the identified author is the sole and exclusive owner of the entire copyright and other proprietary rights in and to the Content and materials incorporated in the Content. All uses of the Content are subject to this Agreement, the Site policies, and Paliversity’s or the identified author’s copyright and other intellectual property ownership rights.
6. Fees and Payments for Course Registration
Paliversity will charge registration fees for access to the Site and Content. The registration fees, subscriber counts, and applicable Content will be listed in the applicable Order. All fees paid are noncancelable and non refundable.
Participant/Sponsor agrees to pay all registration fees and other charges that may be incurred in connection with Participant User Name(s)and Password(s) (including any applicable taxes) at the rates in effect when the charges were incurred.
All fees and charges incurred in connection with Participant/Sponsor User Name and Password are the responsibility of either the Participant or the named Sponsor and are due and payable before Participant may access the Content.
Participant/Sponsor also are responsible for any charges incurred to access the Content, such as (without limitation) fees charged by an Internet access provider or other third-party service.
7. Access to the Content
Paliversity does not guarantee uninterrupted access to the Site or Content. Paliversity will take commercially reasonable efforts to provide access to the Site and Content to Participant. However, from time to time, Participant may be unable to access the Content due to conditions beyond Paliversity’s control. Such conditions include, but are not limited to: force majeure, acts of God or the Public Enemy, power/system/network outages, and the acts of computer hackers and others acting outside the law. Also, from time to time, access may be unavailable due to software issues, server downtime, increased Internet traffic or downtime, programming errors, regular maintenance of the system, and other related reasons. In response to any unavailability of the Site and/or Content, Paliversity will take commercially reasonable steps to ensure access is restored within a reasonable period of time. The term “commercially reasonable,” as used in this Agreement, shall mean reasonable efforts taken in good faith without an unduly or burdensome use or expenditure of time, resources, personnel or money.
Paliversity endeavors to provide quality Content to Participants/Sponsors. To that end, Paliversity reserves the right, in its sole discretion, to change, modify, or discontinue any aspect or feature of the Content in whole or in part. Such changes, modifications, additions or deletions will be effective immediately.
8. Limitation of Liability
Participant/Sponsor agrees that the total liability of Paliversity, its affiliates, directors, officers, employees, agents and licensors, if any, arising out of any kind of legal claim (whether in contract, tort or otherwise) for any cause or claim in any way connected with the Site or Content shall not exceed the subscription fees actually paid by Participant/Sponsor to Paliversity during the 12 month period preceding any claim or notification of damages.
Paliversity shall not be liable for any amounts billed to Participant/Sponsor credit card by a third party that were not authorized by you.
In no event shall Paliversity, or copyright holders of the Content, jointly and separately including their affiliates, directors, officers, employees, agents and licensors be liable to Participant/Sponsor or to any third party for any special, incidental, indirect, consequential, or punitive damages of any kind, or any damages whatsoever resulting from loss of use, data or profits, whether or not advised of the possibility of damage, and on any theory of liability (whether in contract, tort or otherwise), arising out of or in connection with the use or performance of the Site or Content.
The service, Content, and Site are provided “as is,” and Participant/Sponsor relies upon the Content at your own risk. There are no representations or warranties of any kind, either express or implied, including, but not limited to: No representations or warranties of merchantability or fitness for a particular purpose; no representations or warranties as to the accuracy or completeness of the Content; and no representations or warranties that the Content or anything else provided pursuant to this agreement will not infringe proprietary or intellectual property rights of third parties.
Participant understands that Paliversity Site and Content is for educational purposes only.
Descriptions of, or references to, products or publications does not imply endorsement of that product or publication. Trademarks and other marks are the property of their respective holders and Paliversity does not claim any ownership of these marks or endorsement by the mark owners.
The Content on the Site is continually under development and changes may be made at any time.
9. Terms and Termination
This Agreement will become effective upon Participant/Sponsor acceptance of the terms of this Agreement by checking on the “I agree” box and, subject to the terms and conditions of this Agreement, will remain in effect while the Participant/Sponsor maintains a current, fully paid up online registration to the Content, or until terminated by Paliversity. Paliversity may discontinue or change the Content, or its availability to Participant/Sponsor, at any time without notice. The registration or subscription fees, once purchased paid, are not returnable for any reason.
10. No Assignment
This agreement is personal to the Participant, and rights or obligations my not be assigned by the Participant or Sponsor.
11. No Waiver
Neither failure or delay on the part of any party to exercise any right, remedy, power or privilege hereunder nor course of dealing between the parties shall operate as a waiver thereof, or of the exercise of any other right, remedy, power or privilege. No term of this Agreement shall be deemed waived, and no breach consented to, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No waiver of any rights or consent to any breaches shall constitute a waiver of any other rights or consent to any other breach.
If any provision in this Agreement is held invalid or unenforceable under applicable law, the remaining provisions shall continue in full force and effect, and the Agreement shall be deemed reformed by replacing such invalidated or unenforceable provision with a valid and enforceable provision that corresponds as closely as possible to the intentions of the parties as expressed by the invalidated or unenforceable provision.
13. Governing Law and Venue
This Agreement will be governed by and construed in accordance with the laws of the United States, state of New Jersey, without regard to conflicts of law principles and without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. Participant/Sponsor hereby submits to and agrees that the sole jurisdiction and venue for any actions that may arise under or in relation to the subject matter hereof shall be the courts located in Morris County, New Jersey, United States. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
Only with Participant/Sponsor prior written consent will Paliversity be allowed to reference Participant/Sponsor as a client of Paliversity.
Effective March 26, 2020