APPLIED FRAMEWORKS TERMS OF SERVICE
Welcome to Applied Frameworks. We provide consulting, training, certifications, and workshops in Profit Streams™, SAFeⓇ, Scrum and Product Management.
These offerings are provided by Applied Frameworks, Inc. (“Applied Frameworks,” “we”, “us”, or “our,” which include affiliated companies, if applicable) in person or through our websites at www.appliedframeworks.com, www.profit-streams.com, and other websites affiliated with or owned by Applied Frameworks (the “Site”).
These Terms of Service are subject to, and incorporate by reference, any applicable Profit Stream™ Partner Agreement, Master Services Agreement, Certification Agreement, License Agreement, Statement of Work or other separate or related contract(s) (collectively, “Primary Agreements”) that you have entered into with us. These Terms of Service explicitly incorporate herein by reference the consulting, training, certifications and workshops we offer through the Site, as well as the following service offerings, which may apply to your account if you opt in to, are enrolled in, or otherwise use such service offerings (collectively, together with any related software, tools and services provided in connection with the Site, the “Services”), including, but not limited to:
- Profit Streams™ Partner Program
- Certifications (such as CPS-PP, CPS-D, CPS-T)
- Online Academy (trainings, workshops, classes and certifications)
- Profit Streams™ Community (Profitable Software Community)
Please read these Terms of Service carefully as they provide important information to you. A few important highlights of the Terms of Service include:
Limited Liabilities. You understand that we offer no warranties, and our liabilities are limited (See Section 12).
Arbitration and Class Action Waiver. You agree to resolve any disputes by individual arbitration and to waive the right to participate in any kind of class action (See Section 13).
Modification. You understand that we may change these Terms of Service or any portion of our Services at any time. Your continued use of our Services constitutes your acceptance of any modified Terms of Service (See Section 8). We will attempt to notify you of any changes made to these terms of service through email via email addresses provided by you in the use of our Site of Services.
- USING THE SITE OR SERVICES. By accessing or using our Services in any way, including browsing our Site, registering for any of our courses, workshops, trainings, or certification courses, or by entering into a Primary Agreement with Applied Frameworks, you represent and warrant to Applied Frameworks that: (i) you have read, understand and agree to be bound by these Terms of Service; (ii) you are of legal age to form a binding contract; (iii) any registration information you submit is accurate, current and complete; (iv) you will maintain the accuracy and completeness of such information; and (v) if you are accepting these Terms of Service on behalf of a company or other legal entity, you have the authority to bind that company or legal entity to these Terms of Service and, in such event, “you” and “your” will refer and apply to that company or other legal entity, in addition to you individually. Our Site and Services are not directed at children under 13 and are not intended for use by children. If you do not agree to these Terms of Service or do not meet all of these requirements, then you have no right to, and shall not, access or use the relevant Services or Site Content.
- “Content” shall mean any text, graphics, photos, music, software, audio, video, information, or other materials. Content shall be “Our Content” if Applied Frameworks makes such Content available through the Site or Services, including any Content licensed to Applied Frameworks from a third party, but excluding User-Generated Content (as defined below). “Site Content” shall refer to all Our Content and User-Generated Content.
- User Data. Each authorized user of the Site or Services shall retain all right, title and interest in and to any and all Content transmitted by or on behalf of the user to Applied Frameworks in connection with its, his or her use of the Site or Services (collectively, “User Data”), provided, however, that the user hereby grants to Applied Frameworks a worldwide, royalty-free, non-exclusive license to use (i) data generated as a result of the user’s use of the Site or Services solely for purposes of: (ii) maintaining and improving the Services and (iii) providing users with access to and information about customized features, new functionality, partner integrations, special product offers and promotions, newsletters, personal interest pieces, interests for the Applied Frameworks community, events, elections, and campaigns, and (iv) non-identifiable, anonymous, aggregated data regarding the user’s use of the Site or Services compiled by us solely for marketing purposes, research purposes, or data analysis.
- User-Generated Content. As part of the Services, Applied Frameworks may allow a user to post, upload, publish, submit or transmit Content to Applied Frameworks or to other users via the Site and any related blog, social features, direct messaging, group messaging, e-mail or chat features, if any, or at various other publicly available locations on the Site, such as in our communities (“User-Generated Content”). These public forums may be hosted by Applied Frameworks or by one of our third-party service providers on our behalf.You agree in posting User-Generated Content to follow certain rules, including the Acceptable Use Policy and Content Standards in Section 3. You are responsible for all User-Generated Content that you submit, upload, post or store through these areas of the Site or Services. You grant Applied Frameworks, our affiliates and service providers, and each of their and our respective licensees, successors, and assigns a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide, license to use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works and authorize Applied Frameworks to enforce any unauthorized use or reproduction of any User-Generated Content provided through your use of the Site or Services. Applied Frameworks is not responsible for the Content or data you submit through the Site or Services. You represent and warrant that: (i) you own or control all rights in and to the User-Generated Content that you post and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns; (ii) all of your User-Generated Content does and will comply with these Terms of Service.
- Our Content. Applied Frameworks shall own and retain all right, title, and interest in and to the Site and Services (except for any specifically licensed Content or software components included therein, if any), as well as any and all Content, property or other materials, including all intellectual property rights, of Applied Frameworks. User shall not reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy (including capturing screenshots), alter, modify, or create derivative works of the Site, Services or Our Content, or otherwise use the Site or Services in any way that violates the use restrictions contained in these Terms of Service, except as specifically agreed to in writing and provided in these Terms of Service or an applicable Primary Agreement. Applied Frameworks does not grant you any license, express or implied, to any intellectual property of Applied Frameworks or its licensors. User acknowledges and agrees that any information regarding the design, “look and feel”, specifications, components, functionality or operation and payment terms and pricing (if applicable) of the Site or Services is considered Confidential Information of Applied Frameworks.
- Our Logos and Designs. Applied Frameworks’ graphics, logos, designs, page headers, button icons, scripts and service names are or are deemed to be registered trademarks, trademarks, trade dress or service marks of Applied Frameworks in the U.S. and/or other countries (“Our Marks”). Our Marks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission, which may be provided in our applicable Primary Agreement with you.
- ACCEPTABLE USE POLICY AND CONTENT STANDARDS.
- As part of your use of the Site or Services, you agree not to do any of the following:
- Post, upload, publish, submit or transmit any User Data or User-Generated Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, indecent, abusive, hateful, inflammatory, vulgar, offensive or otherwise objectionable; (v) promotes sexually explicit or pornographic material, or discrimination, bigotry, racism, hatred, harassment or harm against any individual or group including but not limited to race, sex, religion, nationality, disability, sexual orientation, or age; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (vii) promotes illegal or harmful activities or substances or advocates, promotes or assists any unlawful act; (viii) causes annoyance, inconvenience, or needless anxiety or is likely to upset, embarrass, alarm, or annoy any other person; (ix) is likely to deceive any person, or impersonate any person, or misrepresent your identity or affiliation with any person or organization; (v) involves commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; (vi) gives the impression that it emanates from or is endorsed by us or any other person or entity, if this is not the case; or (vii) is, in our sole discretion, objectionable or exposes Users to harm or liability;
- Use, display, screenshot, copy, upload, transmit, mirror or frame the Site or Services, or any individual element within the Site or Services, our name, any of Our Marks or Confidential Information, or the layout and design of any page or form contained on a page, without our express written consent;
- Access, tamper with or use non-public areas of the Site or Services, our computer systems, or the technical delivery systems of our providers, or attempt to do any of the foregoing;
- Attempt to probe, scan, or test the vulnerability of any Applied Frameworks system or network, or breach any security or authentication measures;
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as of privacy and publicity) of any other user of the Site or Services or our staff;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our providers or other third party (including another user) to protect the Site, Services or Site Content;
- Attempt to access or search the Site, Services or Site Content or download Site Content from the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Applied Frameworks or other generally available third-party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail or junk messages, spam, or other form of solicitation (including sending invitations to use the Site or Services to the mobile numbers of people you do not know or from whom you have not received consent for such contact);
- Use or disclose any Confidential Information, except as explicitly set forth herein;
- Use any meta tags or other hidden text or metadata utilizing any of Our Marks, URLs or product names without our express written consent;
- Use the Site, Services or Site Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Service;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or Site Content to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Site Content;
- Attempt to or actually interfere with the access of any user, host or network, including, without limitation, sending a virus, Trojan horses, worms, logic bombs, overloading, flooding, spamming, or mail-bombing the Site or Services, or otherwise introduce material that is malicious or technologically harmful;
- Collect or store any personally identifiable information from the Site or Services from other users of the Site or Services without their and our express written permission or as otherwise provided for in these Terms of Service;
- Impersonate or misrepresent your affiliation with any person or entity;
- Use the Site, Services or Site Content in violation of any applicable data retention or legal hold policies;
- Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site or Services, or which, as determined by us, may harm Applied Frameworks or other users, or expose us or them to liability;
- Violate any applicable law, rule, or regulation, or the National Automated Clearing House Association Operating Rules, as they may be amended from time to time; or
- Encourage or enable any other individual or entity to do any of the foregoing.
- Applied Frameworks will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities and other third parties as appropriate in prosecuting or taking other related legal actions regarding users or other parties who violate these Terms of Service or violate laws, including intellectual property rights or violations of privacy rights. You acknowledge that Applied Frameworks has no obligation to monitor your access to or use of the Site or Services, or to review, edit, or delete any User Data or User-Generated Content, but we have the right to do so for the purpose of operating the Site or Services, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third-party. We have no liability or responsibility to anyone for performance or non-performance of the activities described in this section.
- You are responsible for keeping your account name and password confidential for any services that require a login id or password. You’re also responsible for any account that you have access to. You agree to notify us immediately of any unauthorized use of your account(s). We’re not responsible for any losses due to stolen or hacked passwords. You will not represent that you are any other individual or entity unless such individual or entity has given you written permission to act on their behalf.
- You further acknowledge and agree that if Applied Frameworks determines in its sole discretion that your use of the Site or Services is in violation of these Terms of Service, Applied Frameworks may terminate your use of the Site or Services or restrict your access (temporarily or permanently) to certain features of the Site or Services. If you print, copy, modify, download, screenshot, post or otherwise use or provide any other person with access to any part of the Site or Services in breach of the Terms of Service or applicable Primary Agreement, you must, at our option, return, takedown or destroy any copies, uploads, screenshots, posts, or other disclosures of the materials you have made. Any use of the Site or Services that is not expressly permitted by these Terms of Service or any applicable Primary Agreement is a breach of these Terms of Service and may violate copyright, trademark, and other laws.
- USE OF ONLINE ACADEMY CONTENT.
- Limited License for Online Academy Materials. If we have authorized you to access and use our Online Academy services, then subject to your compliance with these Terms of Service, we will grant you a limited non-exclusive, non-transferable, non-assignable, non-sublicensable license to access, temporarily download and use one copy of the applicable Online Academy materials (information or software) on the Site for personal, non-commercial transitory viewing only, as needed for the sole purpose of using the Services. Under this limited license you may not, among other things: (i) modify or copy the materials; (ii) use the materials for any commercial purpose except as authorized for the related training, workshop, class or certification; (iii) use the materials for any public display (commercial or non-commercial); (iv) attempt to decompile or reverse engineer any software contained on or through the Site; (v) remove any copyright or other proprietary notations from the materials; or (vi) transfer the materials to another person or “mirror” the materials on any other server.
- This license shall automatically terminate if you violate any of these Terms of Service, a Primary Agreement or any other restrictions and may be modified or terminated by Applied Frameworks at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession, whether in electronic or printed format. This limited license is granted for one year from the date of registration and shall expire at the end of that period. Subject to your compliance with all applicable terms and agreements, you may request to renew this limited license for an additional year for a minimum fee of $500 per authorized user, subject to the terms of any applicable Primary Agreement.
- PAYMENTS, CANCELLATIONS, AND REFUNDS. The following refund policies shall apply to your use of the Site or Services:
- General Terms. For all plans, you authorize us to charge you according to the plan you choose at the then current plan rate, and any other charges you may incur in connection with your use of the Services, such as taxes, duties, and possible transaction fees.
- Cancellation and Termination. You are solely responsible for the proper cancellation of your account for each specific service. You may cancel your account at any time by going to Company Settings and closing your account. An email or phone request to cancel your account is not considered cancellation. You will not be charged after cancellation. There is no cancellation fee. In the event of cancellation or termination your account will be immediately disabled, and your account and information may not be recoverable once the account is closed. We retain the right to retain or delete data provided to us by you at our sole discretion in compliance with applicable regulations on data management.
- Profit Streams™ Partner Program (PSPP). In the event an applicable Profit Stream™ Partner Program Primary Agreement is terminated or expires, Applied Frameworks is under no obligation to refund any payments made by Partner to Applied Frameworks.
- Online Academy (Scrum). For Online Academy Scrum classes, workshops or training accessed through the Site, within the first three months from date of registration, you may be eligible for a full refund if registration is canceled in any of our programs (A-CSM®, A-CSPO®, CSP-SM® or CSP-PO®), provided the registrant: 1) has not used the product in any way; and 2) has not attended any of the coaching circles. Within the first three months from date of registration, if the registrant has used the product and/or attended any of the coaching circles, the registrant will be issued a refund according to a pro rata allocation between the amount of the program which has been accessed and the amount that has not. No refunds, absent exigent circumstances, after three months from the date of registration. No refunds if the participant is removed from the program for violation of our Academic Integrity Policy. Regarding our a la carte courses, no refunds will be issued once the course certificate has been issued.
- Online Academy (SAFe). For Online Academy SAFe classes, workshops or training accessed through the Site, we may provide a full refund if the registrant cancels enrollment no later than five (5) business days prior to the start of any public course. However, there are a number of scenarios where Applied Frameworks will NOT offer a full refund. For example, we do not offer a refund for same-day cancellations or no shows, if the registrant leaves a course before it is completed, or after you complete a course.
- Other Services. For other Services or uses of the Site, Applied Frameworks bills for such services in advance on a yearly basis and may in its sole discretion offer or refuse to offer you a refund upon your written request on a case-by-case basis, based on the specific circumstances of each such refund request.
- ACCURACY OF MATERIALS. The materials on the Site are provided on an ‘as-is’ basis and could include technical, typographical, or photographic errors. Applied Frameworks does not warrant that any of the materials on its website are accurate, complete or current. Applied Frameworks may make changes to the materials contained on its website at any time without notice. However Applied Frameworks does not make any commitment to update the materials.
- MODIFICATIONS. Applied Frameworks reserves the right, at its sole discretion, to modify, discontinue or terminate Site Content or Services or to modify these Terms of Service, at any time and with or without prior notice. If we modify these Terms of Service, we will post the modification on the Site. We will also update the “Last Updated Date” at the bottom of these Terms of Service or on the Site. By continuing to access or use our Site or Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the Site or Services.
- LIMITED WARRANTY. Applied Frameworks warrants that we have the right to disclose and use the Courseware, Profit Streams Content, and Our Marks In the manner and to the extent set forth in these Terms of Service or applicable Primary Agreement and that such disclosure and use does not knowingly violate the rights of any third parties.PLEASE READ THE FOLLOWING SECTIONS 10-12 CAREFULLY, AS THEY LIMIT OUR LIABILITY TO YOU. YOUR USE OF THE SITE OR SERVICE IS AT YOUR OWN RISK.
- DISCLAIMER OF WARRANTIES. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, OR ANY WARRANTY PROVIDED IN AN APPLICABLE PRIMARY AGREEMENT, ALL SITE CONTENT, SERVICES, ACCESS AND USE, INCLUDING PARTNER PROGRAM BENEFITS AND OTHER APPLIED FRAMEWORKS PROPERTY OR SERVICES, ARE PROVIDED TO YOU “AS IS” AND WITHOUT ADDITIONAL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. APPLIED FRAMEWORKS HEREBY DISCLAIMS ANY AND ALL OTHER STATUTORY, EXPRESS, AND/OR IMPLIED WARRANTIES WITH RESPECT TO THE SITE, SERVICES AND CONTENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT.
- INDEMNIFICATION. You agree to defend, indemnify, and hold Applied Frameworks, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees and expenses, arising out of or in any way connected with your access to or use of the Site or Services, or your violation of these Terms of Service or applicable Primary Agreement, including without limitation any (i) breach of any representations or warranties herein, (ii) infringement by you of our intellectual property rights, (iii) violation of the NACHA Rules by you, and (iv) claim by a third party that the User Data or Content infringes such third party’s intellectual property rights.
- LIMITATION OF LIABILITY. UNLESS THESE TERMS OF SERVICE OR AN APPLICABLE PRIMARY AGREEMENT PROVIDES OTHERWISE, YOU AGREE THAT APPLIED FRAMEWORKS’ MAXIMUM LIABILITY FOR DAMAGES FROM ANY CLAIM OR CAUSE OF ACTION WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE AGGREGATE AMOUNT OF FEES YOU HAVE PAID APPLIED FRAMEWORKS, PURSUANT TO A PRIMARY AGREEMENT OR OTHERWISE, TO ACCESS OR USE THE SITE, SERVICES OR OUR CONTENT. IN NO EVENT WILL EITHER YOU OR APPLIED FRAMEWORKS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE, SAVINGS, USE OR DATA, OR COSTS OF PROCURING SUBSTITUTE SERVICES OR DELIVERABLES, ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR YOUR ACCESS OR USE OF THE SITE OR SERVICES OR OUR CONTENT, EVEN IF YOU OR WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.
- DISPUTE RESOLUTION.
- Informal Resolution and Binding Arbitration. Both you and Applied Frameworks desire to resolve certain disputes, controversies and claims arising out of your access or use of the Site or Services without litigation. Accordingly, except in the case of (i) a dispute, controversy or claim relating to a breach or alleged breach by you of a Primary Agreement, (ii) a suit, action or proceeding to compel you to comply with confidentiality or indemnification obligations pursuant to these Terms of Service or a Primary Agreement, or (iii) a suit, action or proceeding to compel you to comply with the dispute resolution procedures set forth in these Terms of Service, you and Applied Frameworks agree to use the following alternative procedure as your sole means to resolve any dispute, controversy or claim arising out of or relating to these Terms of Service or your access or use of the Site or Services that you may have against Applied Frameworks. The term “Arbitrable Dispute” means any such dispute, controversy or claim to be resolved in accordance with the dispute resolution procedure specified in this Subsection. At the written request of either party, you and Applied Frameworks shall appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any Arbitrable Dispute arising under this Agreement. You and Applied Frameworks intend for these initial negotiations to be conducted by non-lawyer business representatives and to be left to the discretion of those representatives. Upon agreement, the representatives may utilize other alternative dispute resolution procedures, such as mediation, to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be (i) treated as confidential information developed for purposes of settlement, (ii) exempt from discovery and production in any arbitration or other legal proceeding, and (ii) shall not be admissible in evidence in the arbitration described below or in any lawsuit without the written consent of all parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration or lawsuit. If the negotiations do not resolve the Arbitrable Dispute within sixty (60) days of the initial written request, the Arbitrable Dispute shall, in the sole and final discretion of Applied Frameworks, be submitted to binding arbitration by a single arbitrator, pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Applied Frameworks may demand such arbitration in accordance with the procedures set out in those rules. Discovery shall be controlled by the arbitrator and shall be permitted to the extent set out in this Section and applicable Rules, unless the parties mutually agree to modify this discovery process in a writing signed by all parties. Each party may submit in writing to another party, and that party shall so respond, a maximum of any combination of thirty-five (35) (none of which may have subparts) of the following: interrogatories, demands to produce documents, and requests for admission. Each party is also entitled to take the oral deposition of one (1) individual representative of another party. Additional discovery and depositions may be permitted upon mutual agreement of the parties. The arbitration hearing shall be commenced within sixty (60) days of a demand for arbitration. The arbitration shall be held in Santa Clara County, California. The arbitrator shall control the scheduling to process the matter expeditiously. The parties may submit written briefs. The arbitrator shall rule on the Arbitrable Dispute by issuing a written opinion within thirty (30) days after the close of the hearing(s). The arbitrator shall have no power or authority to make awards or issue orders of any kind, except as permitted by these Terms of Service and substantive law, and in no event shall the arbitrator have the authority to make any award that provides for punitive or exemplary damages. The arbitrator’s decision shall follow the plain meaning of these Terms of Service, any applicable Primary Agreement and any other relevant documents. The times and procedures specified in this Section may be extended or modified upon mutual agreement of the parties or by the arbitrator upon a showing of good cause. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Each party shall bear its, his or her own costs incurred as a result of the arbitration and these procedures, except that (i) a party seeking discovery shall reimburse the responding party for the cost of production of documents (to include search time and reproduction time costs); and (ii) the parties shall equally share responsibility for payment of the fees of the arbitration and the arbitrator. The provisions of this Subsection 13.1 shall not apply to proceedings for injunctive relief or to claims, disputes, interpretations, or clarifications relating to Confidential Information or your confidentiality or indemnification obligations. You also understand that Applied Frameworks retains the right, and has the sole and final discretion, to assert or file any claim, suit, action or proceeding whatsoever that Applied Frameworks has against you in a court of competent jurisdiction, notwithstanding any provisions in this Section 13.
- Class Action Waiver. You and Applied Frameworks agree that any proceedings to resolve Arbitrable Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Applied Frameworks both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding related to any Arbitrable Disputes. Further, unless you and Applied Frameworks agree otherwise in writing, the arbitrator in any Arbitrable Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.
- “Confidential Information” shall mean any and all trade secrets and confidential or proprietary information of Applied Frameworks, and all other information and data of Applied Frameworks that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information includes, without limitation, trade secrets, know-how, inventions, techniques, processes, programs, schematics, software source documents, data, source code, diagrams, processes, designs, methodologies, flow charts, scripts, customer lists, sales and marketing plans, technical, financial, strategic and other business information and models relating to Applied Frameworks’ business, operations, properties, customers, partners, employees, contractors, proposed business deals, corporate strategies or cost and pricing data, together with workbooks, presentations, training materials, teaching aids, notes, analyses, work papers, compilations, comparisons, studies or other documents prepared by Applied Frameworks which contain, reflect or are based on or generated from such Confidential Information. Confidential Information also includes, without limitation, Applied Frameworks Content and the non-public terms of any Primary Agreements.
- You acknowledge that Confidential Information is a valuable, special and unique asset of Applied Frameworks and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorized employees and agents who are bound to maintain the confidentiality of Confidential Information, in connection with, and only as necessary for, their authorized use of the Site or Services. You shall promptly notify Applied Frameworks in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information.
- You shall maintain any Confidential Information in strict confidence and shall not disclose, publish, or copy any part of the Confidential Information except as permitted by these Terms of Service or applicable Primary Agreement. You shall take all necessary and appropriate action to safeguard Confidential Information from disclosure to anyone other than as permitted herein. You shall use Confidential Information solely for the purpose of using the Site or Services or performing your obligations under an applicable Primary Agreement and not for any other purpose. However, you may disclose Confidential Information pursuant to an order or requirement of a court, administrative agency or other governmental body, provided you give reasonable prior notice to and an opportunity for Applied Frameworks to contest such order or requirement. You shall use the same care and discretion with Confidential Information that you use with your own similar confidential information, but in any event, no less than reasonable care. These confidentiality obligations shall take effect on the date you first access or use the Site or Services. You agree to instruct your personnel and agents to abide by these confidentiality terms.
- Upon our request or the termination of your authorized use of the Site or Services or Primary Agreement, you shall promptly destroy or return all Confidential Information without retaining any copy thereof. We may request that you provide written certification of such destruction that is signed by you or an officer of any user that is a business entity.
- You acknowledge that money damages would not be a sufficient remedy for any breach of the Confidential Information provisions in these Terms of Service and that Applied Frameworks will be entitled to seek injunctive relief and specific performance as remedies. Such remedies shall be in addition to any other remedies available.
- PUBLICITY. You grant us the right to use your company name and logo as a reference for marketing or promotional purposes on our Websites and in other public or private communications with our existing or potential customers, subject to your standard trademark usage guidelines as provided by you to us from time-to-time. We don’t want to list you if you don’t want to be listed, so if that’s the case, please send an email to firstname.lastname@example.org stating that you do not wish to be used as a reference.
- DATA PROTECTION. You agree to comply with all data protection laws and regulations that apply to your use of the Site or Services. Should you receive or attempt to transfer information relating to any natural persons located in the European Union, such information shall, if applicable, be subject to the EU Data Processing Addendum (“DPA”) incorporated herein by reference or separately executed between the parties.
- GENERAL PROVISIONS.
- Entire Agreement. These Terms of Service constitute the entire and exclusive understanding and agreement between Applied Frameworks and you regarding the Site, Services and Site Content, and these Terms of Service, along with any additional terms referenced herein, including any applicable Primary Agreement, supersede and replace any and all prior oral or written understandings or agreements between Applied Frameworks and you regarding the Site and Services. Any conflict or inconsistency between these Terms of Service and any Primary Agreements shall be resolved, to the extent practicable, by giving precedence to the Primary Agreement and then to the Terms of Service under which the Site access or Services are provided. In the event any such conflict or inconsistency cannot be resolved, the terms of the applicable Primary Agreements shall govern.
- No Partnership or Agency. You acknowledge that you are, and will act only as, an authorized user, customer or independent contractor of Applied Frameworks, and that you are not an employee, agent, or subcontractor of Applied Frameworks, for all purposes under these Terms of Service. Nothing contained in these Terms of Service will be deemed or construed to create or constitute an employer-employee, joint venture, legal “partnership,” fiduciary or any other type of relationship between you and Applied Frameworks. Neither Applied Frameworks nor you will have any authority to create or assume, in the name or on behalf of the other, any expressed or implied obligation. You shall be responsible for compliance with all laws, rules and regulations involving you or your employees and/or agents. You shall be solely responsible for paying all charges levied by bank and all direct and indirect taxes levied by government against you in your country and territory as a result of your access or use of the Site or Services, including federal, state, and municipal taxes, and any taxes chargeable or assessed with respect to you or your employees and/or agents, such as social security, unemployment, worker’s compensation, disability insurance, and federal and state income tax withholding.
- Severability. If any provision in these Terms of Service is determined to be unenforceable by any court of competent jurisdiction, such provision will be modified to be enforceable and consistent with the parties’ intent as closely as possible. If the remainder of these Terms of Service Is not materially affected by such determination and is capable of substantial performance, then the remainder will be enforced to the extent permitted by law.
- Waiver. Our failure to enforce any of the provisions of these Terms of Service, including any amendment, exhibit, attachment or modification thereof, or to exercise any option or right under any of the foregoing, shall not be construed as a waiver of such provisions, rights or options or affect the validity of these Terms of Service.
- Notices. All notices required or permitted from you hereunder will be in writing delivered to us personally or by electronic, certified, or registered mail, or by nationally recognized overnight courier (e.g. FedEx) our corporate address. All notices will be deemed effective upon personal delivery or on the business day received by electronic, certified, or registered mail or by overnight courier.
- Assignment. You shall not assign, transfer or delegate any rights or obligations you have under these Terms of Service without the prior written consent of Applied Frameworks. Upon any attempted or completed assignment in violation of this Subsection, your right to access or use the Site or Service under these Terms of Service or applicable Primary Agreement Agreement will immediately terminate. We may assign our rights to any other individual or entity at our discretion.
- Compliance with Laws. You shall comply with all applicable laws and regulations governing your access, use or engagement of the Site or Services hereunder. You further agree to comply with all anti-corruption and anti-bribery laws and regulations applicable to your receipt or delivery of Services, Content or Courses, including without limitation the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act.
- Governing Law. This Agreement shall be governed by the laws of the State of Delaware without giving effect to its conflict of laws provisions.
- Survival. The respective obligations of you and Applied Frameworks under these Terms of Service that by their nature would or are intended to continue beyond the termination, cancellation or expiration of your use or access to the Site or Services, or any applicable Primary Agreement, shall survive any such termination, cancellation or expiration for its stated or intended duration, including but not limited to, obligations to indemnify, maintain confidentiality, protect or assist in the protection of intellectual property and follow dispute resolution procedures.
- QUESTIONS? CONCERNS? SUGGESTIONS? Please contact us at email@example.com to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Services.
Last Updated: May 10, 2023