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TERMS AND CONDITIONS
The submission of information to, and use of, the Course Creation ("Service") available through the TrainerWare web site is subject to the following terms and conditions. BY SUBMITTING INFORMATION to, or accessing information from, the Service, YOU, the end user customer ("Customer") AGREE TO THE FOLLOWING TERMS AND CONDITIONS. These Terms and Conditions are a legal agreement between you and TrainerWare, an operating division of MultiSoft Corporation. (“TrainerWare” or the "Company").
If you do not agree to these Terms and Conditions, do not submit information to, or access information from, the Service. All questions concerning this Agreement should be directed to: Customer Support, TrainerWare, 1723 SE 47th Terrace, Cape Coral FL 33904 . Company may update these terms and conditions at any time and without notice.
Administrator, Instructor, Student Privileges
Administrator, Instructor, Student privileges are granted by Company to individuals exclusively and are granted specifically to the subscribing registered Administrator, Instructor, Student only. Administrator, Instructor, Student rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone other than the registered Administrator, Instructor, Student without the express written permission of Company. Company requires that each registered user maintain a valid email address, username and a password, which shall be utilized for logging on to the TrainerWare system. Administrator, Instructor, Students are not permitted to share their individual logon information with others. Company has the right to refuse service to any Administrator, Instructor, Student that refuses to abide by the terms and conditions herein or abuses their rights related to the TrainerWare service.
Company utilizes email as a vital and primary communication channel with customers. As a registered user, Administrators, Instructors, Students hereby acknowledge and grant Company the permission to communicate with customers via email (as well as other communication channels such as phone and fax) for any purpose. Company determines to be relevant including, but not limited to, system messages, product updates, service announcements and other marketing messages. Company will use best efforts to honor Customer’s request to opt out of marketing messages, but under no circumstances will Company have any liability for sending any email to its registered users/customers.
Submission and Administration of Courses
Customer agrees not to submit any descriptions, photographs, financial, contact or other information contained in each Course's data to TrainerWare unless the Customer has received all necessary rights and authorizations, including from the photographer and/or copyright owner of any photographs, to publish and advertise the on the Customer's website or on the TrainerWare website. The Company may, in its sole discretion but without any obligation to search for such, remove a course ("Course") that is alleged to have been submitted in violation of this provision. In addition, the Company may require additional evidence of compliance with this provision from Customers who are alleged to have submitted businesses or other information in violation of this Agreement. The Company will, in its sole discretion, terminate the accounts of, and refuse service to, any Customer who repeatedly or knowingly violates this Agreement. Additionally, the Customer agrees to allow the Course, or any part of it, to be searched, displayed, accessed, downloaded, copied, and otherwise referred to by users of the Customer's website or the TrainerWare website. The Company shall have the sole authority to choose the manner in which any will be searched, displayed, accessed, downloaded, copied, and otherwise used on the TrainerWare website and Company shall have the right to modify the course in the exercise of its rights under this Agreement. The Customer (a) represents and warrants that all Course’s and associated information provided by the Customer will be accurate; (b) agrees that the Customer will not permit the posting on the TrainerWare system under a name other than the named licensed clients that have been engaged by the owner to market the under the terms of a duly executed course agreement with the owner; (c) agrees to administer the Businesses provided by the Customer and maintain their accuracy at all times. The Company reserves, in a manner consistent with reasonable commercial business practices, the right to remove all or any part of the Businesses posted on the Customer's website or on the TrainerWare website. The Company accepts no responsibility for checking the accuracy of reports or data files submitted by the Customer. While the Company shall take all reasonable efforts for data backup and business resumption, the Customer will be solely responsible for retaining back-up copies of all information, photographs and other materials it provides to TrainerWare.
Use of Information
Customer agrees to treat all information obtained from the Service, including courses, pricing reports, and any other information otherwise made available to Customer in the Service (individually and collectively, the “Content”) as proprietary to Company. Customer agrees that Content reserved for Administrator, Instructor, Students will be maintained as confidential and shall be protected as a trade secret of Company. Company does not ensure the accuracy of, endorse or recommend any Content and Customer uses such Content at the Customer's own risk. Customer may access the Content solely to obtain initial information from which further evaluation and investigation may commence. Customer shall limit access to and use of Content to personal and internal use, and shall not use Content obtained from the Service for further distribution, publication, public display, or preparation of derivative works or facilitate any of these activities in any way. Customer shall not use or reproduce Content obtained from the Service for or in connection with any other course service or device. Customers violating these specific terms, specifically those customers searching the Service in an abusive or excessive manner, by automated or manual means, shall be subject to immediate termination of their Administrator, Instructor, Student and may be assessed an excessive use fee.
Payment Terms
Customer agrees to pay for all products ordered through the TrainerWare web site or via TrainerWare clients using the payment method indicated and provides Company express authorization to charge said fees to their payment provider. Fees owed depend on the specific type and quantity of TrainerWare products, services, information, or deliverables (collectively "Deliverables") ordered. Payment of fees shall not be contingent on any events other than the delivery of the ordered Deliverables. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by Customer. If payment is not current, Company may immediately cease to provide any and all Deliverables to the customer. The fees paid for monthly and annual subscriptions are non-refundable, regardless of whether the subscription is terminated prior to the end of the month. Prepaid fees will be refunded based on the number of months remaining on the contract period, beginning with the month following receipt of written cancellation, but will be subject to adjustment for any incentives or discounts provided for said prepayment. No partial month refunds will be provided. Customer may cancel their TrainerWare product by emailing or calling. All cancellation requests will be processed within five (5) business days, and a cancellation confirmation will be emailed to the email address on record for the account. The Administrator, Instructor, Student will be deactivated at the end of the current billing term. The Company reserves the right to change its fees or billing methods at any time. The Company will provide timely notice to the affected Customers of any such changes. It is the Customer's responsibility to promptly providing the Company with any contact or billing information changes or updates (including email address, credit card numbers, etc.).
Administrator, Instructor, Student Privileges
Administrator, Instructor, Student privileges are granted by Company to individuals exclusively and are granted specifically to the subscribing Administrator, Instructor, Student only. Standard Administrator, Instructor, Student accounts are limited to an individual. Administrator, Instructor, Student rights can not be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone other then the subscribing Administrator, Instructor, Student without the express written permission of Company. Administrator, Instructor, Student privileges are subject to change from time to time and may be subject to additional course and searching limitations. Customer acknowledges that Company (in addition to its other remedies) can cancel and prohibit Administrator, Instructor, Student privileges to any individual, organization, or group that does not abide by the terms and conditions set forth herein and/or can refuse any or all Administrator, Instructor, Student privileges. Company also has the right to refuse service to any customer or company that has delinquent charges that remain unpaid and to impose additional charges to reactivate or other Administrator, Instructor, Student privileges.
Administrator, Instructor, Student subscriptions will automatically renew at the prevailing monthly or annual subscription cost and the credit card number provided for initial payment will be charged accordingly unless the customer notifies TrainerWare (in writing or by telephone) 30 days prior to the renewal date. The Company reserves the right to change its fees, payment frequency, or billing methods at any time. The Company will provide timely notice of any such changes.
Course Restrictions
Customer acknowledges that courses will only be added to the TrainerWare web site if all contacts added to that course are also subscribing individual Administrator, Instructor, Students. All courses must be added in accordance with the Submission and Administration of Courses terms, as above. Company reserves the right to remove courses that are deemed excessive in number or in violation of the Submission and Administration of Courses terms. Company reserves the right, in its sole discretion, to remove any course from the Service.
Unsolicited Commercial Email (Spam)
Company prohibits the use of our system or its tools to generate or send unsolicited commercial email (spam). Customers may not use the email services that Company offers to send spam (i.e. unsolicited commercial email) or otherwise send content that would violate these Terms and Conditions. Company has the right to revoke the privileges of any customer or company that breaches these terms.
Ownership and License Grant
Company retains all rights (including Intellectual Property Rights, as defined below), title and interest in the TrainerWare Web site and all underlying technology and data including any enhancements and improvements thereto as a result of providing the Deliverables hereunder. Customer will not and will not allow others to: reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of Company's technology or delete or alter author attributes or copyright notices. Customer shall use the TrainerWare system solely for their own use and shall not allow others to use the TrainerWare system under or through that Customer's username, email and password.
Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (a) all rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.
Limitation of Liability and Indemnification
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, OR INTERRUPTION OF BUSINESS) ARISING OUT OF THIS AGREEMENT. Customer's exclusive remedy, and Company's entire liability under this Agreement shall be a refund to Customer of the fees paid to Company hereunder, and in no event will Company's liability for any reason exceed such fee. Company (and its officers, directors, employees and clients) shall not be liable for any damages whatsoever arising from Customer's use of the Deliverables, and Customer shall indemnify Company (and Company's officers, directors, employees and clients), and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, reasonable attorneys' fees) as a result of a claim by any person other than Customer arising from Customer's use or application of the Services or the Deliverables.
Warranty Disclaimers
THE COURSES AND SERVICE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LISTINGS OR SERVICE, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND, UNDER THE LAW OF THE UNITED KINGDOM, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES.
Links to Third Party Sites
This web site may contain hyperlinks to other web sites operated by parties other than Company, Inc. and its subsidiaries which are beyond Company's control. Parties other than Company may provide services or sell product lines on this site that take you outside of our service. This includes links from advertisers, sponsors, and content partners that may use TrainerWare's logo(s) as part of a co-branding relationship. For example, if you click on a banner advertisement the click may take you off the TrainerWare site. Company does not control, is not responsible for examining or evaluating, and does not warrant the offerings of, any of these businesses or individuals or the content of their web sites. Company does not assume any liability for the actions, product, and content of all of these and any other third parties. Company makes no representations and cannot be held responsible for the accuracy, relevancy, copyright compliance, legality, or decency of material on such third party web sites. When you click on a link that leaves the TrainerWare site, the site you will land on is not controlled by Company and different terms of use and privacy statements may apply. Company also does not assume, and expressly disclaims, all liability for any viruses, worms, Trojan horses, defects, or other malfunctions caused by, resulting from, existing within, or in connection with such third party sites and any links thereto.
Other Rights of Company
Customer agrees that Company shall have the right to use Courses and other information submitted to it for any purpose, including without limitation for publication of all or part of such Course on the Internet for unrestricted use by TrainerWare customers and partners. Company shall have sole authority to choose the manner in which any Course will be received, displayed and used by the Service, and reserves the right to remove all or any part of a Course or refuse Services to anyone at any time in its sole discretion. Company shall have no obligation to (i) resolve disputes among users of the Service; or (ii) monitor or verify the accuracy or proper use of the Courses. Company reserves the right to modify or change any and all terms and conditions at any time. The most current copy of these terms and conditions will be posted and available for review on Company's corporate web site.
Miscellaneous
This Agreement, and the Deliverables provided by Company shall be governed by the laws of the State of Florida , without reference to conflict of laws principles. The parties hereby consent to the exclusive jurisdiction and venue of the State and Federal courts of Lee County, Florida . If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which shall remain in full force and effect. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under this Agreement or any license granted hereunder may not be assigned, sublicensed or otherwise transferred by Customer without the prior written consent of Company, which retains the right to withhold consent in its sole discretion. The terms and conditions of this Agreement constitute the entire agreement between the parties and supersede all previous agreements and understanding, whether oral or written, between the parties hereto with respect to the subject matter of this Agreement. All notices to Company must be in writing and must be sent registered mail, certified mail, or overnight mail with a return receipt requested to Chief Financial Officer at Company.
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