Customer Terms and Conditions

These Customer Terms and Conditions (the “Terms“) create a binding legal agreement between ClipTraining, Inc., a Florida corporation (the “Provider“), the provider of the Platform (as defined below), and the entity (the “Customer“) securing accessing the Platform for its employees.

The Customer’s ability to provide access to the Platform to its employees is based on the Provider’s arrangement with the service provider providing information technology and other services to the Customer (the “Reseller“), and the Customer’s arrangements with that Reseller. The Provider has granted the Reseller the right to resell access to the Platform to the Customer subject to the Customer’s agreement to these Terms. To enable the Customer to provide access to the Platform to the Customer’s employees, an authorized representative of the Customer must agree, on behalf of the Customer, to be bound by the terms and conditions of these Terms.

BY INDICATING THE CUSTOMER’S ACKNOWLEDGEMENT OF THESE TERMS BY CHECKING THE ACKNOWLEDGEMENT BOX AND ACCESSING THE PLATFORM, THE CUSTOMER IS ACCEPTING AND AGREEING TO BE LEGALLY BOUND BY THESE TERMS AND THE SIGNER IS REPRESENTING AND WARRANTING TO THE PROVIDER THAT HE OR SHE IS AN AUTHORIZED REPRESENTATIVE OF THE CUSTOMER AND HAS THE RIGHT, POWER, AND AUTHORITY TO AGREE TO THESE TERMS FOR AND ON BEHALF OF THE CUSTOMER.

IF THE CUSTOMER DOES NOT AGREE TO THESE TERMS, OR YOU, THE PERSON ENTERING THESE TERMS ON BEHALF OF THE CUSTOMER, ARE NOT AUTHORIZED OR PERMITTED TO AGREE TO THESE TERMS ON BEHALF OF THE CUSTOMER, THEN DO NOT ACCEPT THESE TERMS, THE CUSTOMER WILL NOT BE BOUND BY THEM, AND THE PROVIDER WILL NOT PROVIDE THE CUSTOMER’S EMPLOYEES WITH ACCESS TO THE PLATFORM.

1. Definitions.
   1. Administrator means: (1) each Person: (a) that is an authorized representative of the Customer to: (i) bind the Customer to these Terms, and (ii) communicate with the Reseller, the Provider, and its and their vendors and contractors, concerning the access rights of each Authorized User and other matters concerning the utilization of the Platform by them, (b) that the Customer identifies through the Platform (including all contact information) or such other means as may be established by the Provider or the Reseller, and (3) who agrees to be bound by the then current User Terms, or (2) in the absence of the appointment of such a Person by the Customer, the Reseller.
   2. Authorized User means each bona fide employee of the Customer: (1)(a) for whom the Administrator has secured Credentials, or (b) who has utilized his or her Office 365 account and password to access the Platform, and (2) who agrees at each use of the Platform to be bound by the User Terms.
   3. Basic Library means the Content that the Provider, the Reseller or one or more of their individual or collective vendors makes available from time to time as Basic Library components via the Platform.
   4. Content means videos, training materials, documents, data, other digital assets, or other materials.
   5. CT Content means Basic Library and, to the extent enabled, the Extended Library but excludes Customer/Reseller Content.
   6. Customer/Reseller Content means the Content that is: (1) not CT Content, (2) accessible via the Platform, and (3) either uploaded, or provided or made available (whether directly or via different platform or streaming service) by the Customer or the Reseller.
   7. Extended Library means the Content that: (1) the Provider, the Reseller or one or more of their individual or collective vendors makes available from time to time as Extended Library components via the Platform, and (2) is not Basic Library and not Customer/Reseller Content.
   8. Person means an individual, sole proprietorship, partnership, joint venture, limited liability company, limited liability partnership, trust, estate, unincorporated organization, association, corporation, institution, or other entity.
   9. Platform means the Internet accessible computing and streaming platform and service made available by or for the Reseller that provides access to Content, functionality that enables the Reseller or its Customer to upload or stream (utilizing a third-party platform or streaming service) and to make available, Customer/Reseller Content, and, if uploaded by the Reseller or a Customer, Customer/Reseller Content, all as may be modified, updated, enhanced, or replaced from time to time, in the sole discretion of the Reseller.
   10. User Terms means the current user terms and conditions that are applicable to and must be agreed to as a condition of an Administrator or Authorized User accessing the Platform.
        
2. Authorized User Access.
   Each Authorized User shall, subject to these Terms, be entitled to access the Platform, the CT Content, and the Customer/Reseller Content, if any, for the Customer’s ordinary and normal course of business, excluding, for all purposes sublicensing or granting any other Person other than each of the Customer’s Administrators and Authorized Users access to, or the right to use, all or any part of the Platform or the CT Content. Access to the Platform may not be shared, including, without limitation, via the use of one username or login credential by more than one Person, and the Customer shall use commercially reasonable efforts to prevent the misuse of access to the Platform. Customer shall immediately notify the Reseller if Customer discovers or reasonably suspects that any unauthorized or improperly use of any login credentials or the Platform has occurred, or if any login credential has been lost, stolen, or become known to any unauthorized Person. If the Provider or the Reseller reasonably considers all or any part of a login credential to be insecure or to have been used inappropriately, the Provider or the Reseller may immediately cancel (permanently or temporarily) each such login credential and shall provide notice thereof to the Customer and provide a replacement login credential if appropriate.
    
3. Improvements.
   All information, data, ideas, and outcomes that are conveyed or communicated by Customer, or its employees that concerns or relates to any improvement, non-compliance, supplement, change, revision, or amendment to, or the performance or results of, any product or service offered by the Provider or the Reseller or any related product or service, may be utilized by the Provider in any manner or form without restriction and without compensation to Customer, or its employees or its contractors.
    
4. Customer/Reseller Content.
   This Section 4 shall apply if, at, and when the Provider, the Reseller, or the Customer makes Customer/Reseller Content available via the Platform. Customer grants the Provider a fully paid perpetual license to the Customer/Reseller Content and all intellectual property rights contained therein or that pertain thereto, permitting the Provider and its vendors to copy, publish, perform, display, distribute, use, and exercise each and every other right that is necessary or advisable to operate the Platform and provide access to and utilizing the Customer/Reseller Content (the “C/Reseller Content License”). For each component of the Customer/Reseller Content that is provided via a third-party platform or streaming service, the Customer: (A) grants and extends to the Provider and its vendors the rights and benefits of the Customer under its agreement and arrangements with such platform or streaming service as may be necessary or advisable to operate the Platform and provide access to and utilizing the Customer/Reseller Content, and (B) shall take such actions and provide such information (including account information and passwords) as may be requested by the Provider and its vendors to enable each of them to access or utilize such platform or streaming service to exercise the rights granted by the C/Reseller Content License and fulfill the obligations of the Provider and the Reseller to the Customer. Neither the Provider, nor the Reseller or their individual or collective vendors shall have any obligation to store, backup, develop, enhance, promote, create, or recreate any Customer/Reseller Content or to pay any Person any fees, costs, taxes, assessments, or other charges arising from or as a result of the Provider and its vendors making Customer/Reseller Content available via the Platform and upon notice the Customer shall timely and fully pay or, at the Provider’s option), reimburse the Provider for, any such liabilities or obligations arising therefrom or in connection therewith. The Customer represents and warrants to the Provider and the Reseller that Customer has the full rights, power, and authority to grant the C/Reseller Content License, that access to the Platform and the Customer/Reseller Content by the Authorized Users and Administrators and utilizing same to operate the Platform will not infringe or violate the intellectual property or moral rights of any other Person, and will not injure, harm or cause damage to Provider or any other Person, and that the Customer/Reseller Content does not, alone or in connection with the Platform, infringe the intellectual property rights of any other Person and will not injure, harm or cause damage to Provider or any other Person. If the Reseller or the Provider receive any complaint or allegation that the utilization of Customer/Reseller Content for or in connection with the Platform violates any Intellectual Property Right or other right of another Person, the Provider may remove all or any portion of the Customer/Reseller Content without notice to the Customer.
    
5. Customer Obligations.
   The Customer shall: (A) cause each of its Administrators and Authorized Users to adhere to these Terms and the User Terms, including taking such corrective or enforcement action as may be reasonably requested by the Provider and providing reasonable assistance to the Provider in connection with its actions concerning same, and (B) not: (1) copy, reproduce, modify, translate, transmit, reverse engineer, disassemble or decompile or otherwise attempt to derive the source code or object code of the Platform or any part of the CT Content, (2) license, sublicense, sell, resell, lease, loan, transfer, assign, distribute, rent or otherwise make available the Platform or any part of the Content (except for the Customer/Reseller Content) to or for the benefit of any Person other than as expressly permitted by these Terms, (3) modify or create derivative works based of the Platform or any part of the Content (except for the Customer/Reseller Content), (4) remove, alter, obscure, destroy or attempt to circumvent any trademarks, intellectual property related or other notices, proprietary codes, means of identification, digital rights management information, or terms and conditions on, in or in relation to the Platform or any part of the CT Content, (5) add, upload or include any copyright notices or other intellectual property notices or information other than those of the Provider, (6) upload or add to the Platform, or any Content, including any Customer/Reseller Content, any disabling codes, routines, or any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus,” or other malicious code, malware, or software routine that would permit unauthorized access or use, or the unauthorized disablement or erasure, of all or any part of the Platform or any Content, or (7) use the Platform or any part of the Content (except for the Customer/Reseller Content) for purposes of creating any competing product or service.
    
6. No Warranty.
   ACCESS TO AND USE OF THE PLATFORM AND THE CONTENT IS AT THE CUSTOMER’S SOLE RISK AND IS PROVIDED “AS IS, WHERE-IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PLATFORM AND THE CONTENT, AND EACH OTHER SERVICE OR PRODUCT IT MAY PROVIDE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, (B) ANY WARRANTY OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR MORAL RIGHTS, (C) ANY WARRANTY THAT THE PLATFORM, THE CONTENT OR ANY OTHER COMPONENT WILL BE AVAILABLE AT ALL TIMES OR AT ANY PARTICULAR TIME, AND (D) ANY WARRANTY CONCERNING ANY THIRD PARTY PROVIDED UTILITIES, PRODUCTS OR SERVICES (e.g., YouTube, Vimeo, Azure, or any other cloud or platform service providers, or access to the Internet).
   
   UTILIZATION OF, AND ACCESS TO, THE PLATFORM AND THE CONTENT IS SUBJECT TO THE AVAILABILITY OF PRODUCTS AND SERVICES THAT ARE UNDER THE CONTROL OF PERSONS OTHER THAN PROVIDER AND ANY OR ALL OF THEM COULD BE UNAVAILABLE AT ANY PARTICULAR TIME OR TIMES AND PROVIDER DOES NOT HAVE ANY RESPONSIBILITIES OR OBLIGATIONS RELATING TO ANY OF THEM.
   
   NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE PROVIDER SHALL CREATE A WARRANTY. SHOULD THE PLATFORM OR THE CONTENT PROVE DEFECTIVE, CUSTOMER ASSUMES THE ENTIRE RISK ARISING THEREFROM OR IN CONNECTION THEREWITH.
    
7. LIMITATION OF LIABILITY AND DAMAGES.
   IN NO EVENT SHALL THE PROVIDER BE LIABLE TO CUSTOMER OR ANY PERSON, ENTITY, OR ASSOCIATION CLAIMING BY OR THROUGH CUSTOMER FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF SERVICES, BUSINESS, OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION, OR BREACHES IN SYSTEM SECURITY, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO CUSTOMER’S USE OR ACCESS OF OR INABILITY TO ACCESS OR USE THE PLATFORM OR THE CONTENT, OR ANY OTHER SERVICE OR PRODUCT DIRECTLY OR INDIRECTLY PROVIDED OR MADE AVAILABLE BY THE PROVIDER, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   
   IN NO EVENT SHALL THE COLLECTIVE AGGREGATE LIABILITY OF THE PROVIDER OR ANY OF ITS AFFILIATES UNDER OR IN CONNECTION WITH THESE TERMS, THE PLATFORM, OR ANY CONTENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE (EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY), EXCEED THE AMOUNT OF ONE THOUSAND DOLLARS ($1,000.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS FOR ITS ESSENTIAL PURPOSE.
    
8. Entire Agreement, Waiver, Amendment, Captions, and Partial Invalidity.
   These Terms set forth the complete agreement between the parties regarding the Platform and the Content and supersedes all prior or contemporaneous agreements, understandings, or communications (whether written or oral). No alteration, amendment, change or addition to these Terms shall be binding upon any party unless the parties are notified in writing of the alteration, amendment, change or addition via the Platform and the alteration, amendment, change or addition is subsequently accepted by the party to be charged. These Terms, as altered, amended, changed, or added to, will be available for review by the Customer on the Platform. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The captions and paragraph letters appearing in these Terms are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of these Terms. Failure by either party to enforce any right under these Terms will not waive that right. Each term or provision of these Terms shall be valid and enforced to the fullest extent permitted by law. If any term or provision of these Terms or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid or unenforceable, then the remainder of these Terms and the application of each such term or provision to another Person or circumstance shall be unaffected thereby.
    
9. Assignment and Successors.
   Customer may not assign or otherwise transfer any of its rights or delegate or otherwise transfer any of its obligations or performance under these Terms, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Provider’s prior written consent, which consent Provider may give or withhold in its sole discretion. No delegation or other transfer will relieve the Customer of any of its obligations or performance under these Terms. Any purported assignment, delegation, or transfer in violation of this Section is void. The Provider may assign or transfer all or any of its rights or delegate or otherwise transfer all or any of its obligations or performance under these Terms without the Customer’s consent. These Terms are binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
    
10. Notices.
    Any notices hereunder shall be in writing and shall be deemed to have been given (a) when transmitted to Customer via the Platform, or (b) on the fifth day after the date mailed postage prepaid to the party at its address for notices. Either party may change its physical address or email address for notices in the manner set forth herein.
     
11. Applicable Law and Jurisdiction.
    These Terms shall be construed and governed under and by the laws of the State of Florida without regard to its conflicts of law provisions. Provider and Customer agree to submit to the personal and exclusive jurisdiction and venue of the federal and state courts located within Orange County, Florida, to resolve any dispute or claim arising from this Agreement.
     
12. Third-Party Beneficiaries.
    There are no intended, express, or implied third-party beneficiaries to these Terms.
     
13. Attorneys’ Fees.
    In the event any litigation, mediation, arbitration, or controversy between the parties hereto arises out of or relates to these Terms, the Platform, or any Content, the prevailing party in such litigation, mediation, arbitration, or controversy shall be entitled to recover from the other party all reasonable attorneys’ fees, expenses, and suit costs, including attorneys’ fees, expenses and suit costs associated with any appellate proceedings and any post-judgment collection proceedings.
     
14. WAIVER OF JURY TRIAL.
    THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ALL OF THEIR INDIVIDUAL AND COLLECTIVE RIGHTS TO A TRIAL BY JURY ON ANY AND ALL ISSUES PERTAINING TO OR ARISING OUT OF THESE TERMS, THE PLATFORM, OR ANY CONTENT.
     
15. Force Majeure.
    Provider will not be responsible or liable to Customer, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, pandemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or Customer’s equipment, loss and destruction of property, or any other circumstances or causes beyond Provider’s reasonable control.
     
16. Survival.
    Except for Section 2 (entitled “Authorized User Access”), these Terms shall survive termination and continue in full force and effect thereafter.