Terms of Use
The Subscriber agrees that the Services, which may include learning content, access to software tools and documentation, and both electronic and printed media, contain copyrighted material, trade secrets, and other proprietary intellectual property. The Services are the valuable, exclusive property of White Board Analytics, LLC and are protected by various intellectual property laws, including without limitation, domestic and international copyright laws, and they may only be used or accessed as specifically provided for in this Agreement.
The Subscriber agrees not to store, copy, modify, rent, lease, loan, sell, distribute, transfer, transmit, display, or reverse engineer, in whole or in part, any learning content, or otherwise attempt to discover any programming code or any source code, used in or with the Services. Subscriber agrees not to sell, assign, sublicense, grant a security interest in, or otherwise attempt to transfer any right in the Services without prior written consent from White Board Analytics, LLC. Access to and use of Services is only transferable incident to a sale, transfer, or other disposition by the Subscriber of all or substantially all of the assets of the subscribing entity. The subscriber may not create derivative works from or in any manner commercially exploit the Services. Subscriber shall not attempt to undermine the security or integrity of computing systems or networks of White Board Analytics, LLC, and shall not attempt to gain unauthorized access.
The subscriber may use the Services throughout the Subscriber’s Entity as defined in the Services Request (SR) document.
White Board Analytics, LLC necessarily addresses training content of a general nature. Concerning particular circumstances, local, state, and federal laws and regulations should be reviewed.
White Board Analytics, LLC is not undertaking to meet the duties of employers, manufacturers, or suppliers to warn and properly train and equip their employees, and others exposed, concerning health and safety risks and precautions, nor undertaking their obligations under local, state, or federal laws.
Information concerning safety and health risks and proper precautions concerning particular materials and conditions should be obtained from the employer, the manufacturer or supplier of that material, or the safety data sheet.
Nothing contained in any White Board Analytics, LLC training content is to be construed as granting any right, by implication or otherwise, for the manufacture, sale, or use of any method, apparatus, or product covered by letters patent. Neither should anything contained in the instruction be construed as insuring anyone against liability for infringement of letters patent.
White Board Analytics LLC training content is made available to facilitate the broad availability of proven, sound engineering and operating practices. This instruction is not intended to obviate the need for applying sound engineering judgment regarding when and where this training should be utilized. The information presented by White Board Analytics, LLC is not intended in any way to inhibit anyone from using any other practices.
Every effort is exhausted by White Board Analytics, LLC to assure the accuracy and reliability of the information presented, However, White Board Analytics LLC makes no representation, warranty, or guarantee in connection with the training content and hereby expressly disclaims any liability or responsibility for loss or damage resulting from its use or for the violation of any federal, state, or municipal regulation with which this instruction may conflict.
Despite the above disclaimer, if liability is somehow found, the aggregate liability of White Board Analytics, LLC for damages arising out of the furnishing of its online content and/or management services would nevertheless be limited to the amounts paid by the subscriber under this agreement for the contracted time interval before the event giving rise to such liability.
Some states do not allow the disclaimer of certain implied warranties or the exclusion or limitation or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
Except as otherwise provided in this agreement, services are offered by White Board Analytics, LLC on an 'AS IS basis and used by the subscriber solely at the subscriber’s risk.
White Board Analytics, LLC and its commercial Internet Service Provider have a multi-layered security environment to minimize risk to the privacy, confidentiality, integrity, and availability of Subscriber’s proprietary information. Specific policies and procedures are also in place to protect the loss, misuse, and alteration of Subscriber’s proprietary information by White Board Analytics, LLC employees.
During the term of this Agreement (the 'Warranty Period'), White Board Analytics, LLC warrants the following for each Service:
(i) that White Board Analytics, LLC has the full authority to enter into this Agreement and to fulfill its obligations under the Agreement, including the right to furnish the Services;
(ii) that Subscriber will quietly and peacefully possess and use the Services provided under the Agreement;
(iii) that White Board Analytics, LLC will provide to Subscriber any updates or releases, error corrections, and/or other improvements promptly, following their release by White Board Analytics, LLC;
(iv) that all Services provided by White Board Analytics, LLC will be performed diligently and in a professional manner by qualified personnel;
White Board Analytics, LLC, their employees, directors, affiliates, agents, or the like, do not make any warrant that the service will not be interrupted or error-free; nor do they make any warranty as to the results that may be obtained from the use of the services or content. To the fullest extent permissible under applicable law, White Board Analytics, LLC expressly disclaims all other warranties, express or implied, as to the services and content, including without limitation, implied warranties of merchantability, fitness for a particular purpose, security, or accuracy.
White Board Analytics, LLC warrants that it has title to the Services and the content, and that Subscriber by using the Services and the content, is not infringing upon third-party intellectual property. White Board Analytics, LLC shall defend, indemnify, and hold harmless Subscriber for claims of infringement of third-party intellectual property related only to White Board Analytics, LLC provided services and content.
Subscriber warrants that it has title to all content Subscriber provides to White Board Analytics, LLC for incorporation into any materials White Board Analytics, LLC creates for Subscriber under this Agreement, and that White Board Analytics, LLC may use such content in providing the Services, and that by using such content, is not infringing upon third-party intellectual property. Subscriber will indemnify and defend, at its own expense, White Board Analytics, LLC from Claims alleging that any work product Subscriber furnishes under this Agreement directly or indirectly infringes any claim of a patent of the United States of America, any copyright, or any trademark, and from Claims alleging misappropriation or misuse of any trade secrets or confidential information, and Subscriber will pay all damages and costs awarded for such Claims. Subscriber will have the right to settle the Claims on behalf of White Board Analytics, LLC provided that such settlement does not obligate White Board Analytics, LLC to anything other than discontinued use of the allegedly infringing or misappropriated/misused work product. If the work product is held to constitute infringement, or the use of such work product is enjoined, then Subscriber, at its sole option and expense, may either procure for White Board Analytics, LLC the right to continue to use such work product, modify or replace such work product with non-infringing work product or work product that has not been misappropriated or misused, reserving its rights to pursue indemnification claims and claims for actual damages incurred.
Damage claims for unavailability of the Service against White Board Analytics, LLC are expressly limited to the pro-rata portion of any fees prepaid by the Subscriber for the period of the system unavailability. 'System unavailability' shall be defined as an unscheduled outage of more than one (1) day, but in no case shall include scheduled outages for maintenance, content upgrade, or repair where the Subscriber is provided notice of such outages in advance via an e-mail notice to the System Administrator of record. Under no circumstances will White Board Analytics, LLC bears any responsibility for any damages arising as a consequence of such unavailability.
White Board Analytics, LLC agrees to restore to its original state any Subscriber information that may be altered inadvertently by a White Board Analytics, LLC employee.
Services may include access to application software, and/or learning and compliance management services and/or learning content, and upgrades; 24-hour online technical support via the Internet for one designated Coordinator per Subscriber Entity.
Subscriber understands and acknowledges that Services are provided on a pay-for-access basis, with fees established based on the level of services and content provided to the subscribing entity. Fees charged are subject to change if changes occur in the scope of services being provided.
Fees are billed per agreement as outlined in the Services Request (SR) document. Any related Professional Services requested by Subscriber will be quoted upon request and billed separately.
Subscriber agrees to provide appropriate infrastructure for the Services, understanding that Internet connection(s), firewalls, proxy servers, and available bandwidth within their Intranet may impact system performance.
The minimum service commitment required per Subscriber Entity is one year. Fees may only be billed against an Open/Blanket Purchase Order or Credit Card. Prepayment terms apply to all managed services and content.
Subscriber agrees to comply with all applicable laws, statutes, ordinances, and regulations regarding the use of the Services. White Board Analytics, LLC Content is subject to U.S. export controls and may not be accessed or used by, exported or re-exported into or to, a national or resident of Cuba, North Korea, Iran, Syria, Burma, Iraq, Sudan, or any other country that is subject to a U.S. embargo; or to anyone either connected to or on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s lists of Denied Parties or Proliferation Entities. By using the Services, Subscriber represents and warrants that it is not a national, resident, or under the control of any such country or on any such list.
Services may be terminated by either party after the initial commitment term, without cause, by giving the other party ten (10) days' written notice.
If Services and pricing under this Agreement are based upon a multi-year commitment term and services are terminated before their scheduled expiration date by Subscriber and there are then unpaid any amounts under the Agreement, Subscriber will pay to White Board Analytics, LLC liquidated damages for early termination equal to the remaining term under the Agreement for which no payment has been made to White Board Analytics, LLC.
In the event, either party fails to comply with any of the terms of this Agreement the non-breaching party will give the breaching party written notice of the breach. If the breach is reasonably curable within thirty (30) days and if the breaching party fails to remedy the breach within thirty (30) days after receipt of the notice, the non-breaching party may terminate this Agreement without penalty and further notice. However, if such breach is not reasonably curable within thirty (30) days, this Agreement shall not terminate provided the breaching party commences the cure within said thirty (30) day period and diligently pursues the cure until completion.
Upon termination of Services and at the request of Subscriber, White Board Analytics, LLC will provide Subscriber, via CD-ROM media or electronically, any Client-specific content created for Subscriber during the term of the Services and all training record data that has not been transferred as originally specified by Subscriber for scheduled transfers. This information will be delivered to the Subscriber within 30 days of the effective termination date.
Upon termination of Services, Subscriber will delete all copies and no longer use any applicable White Board Analytics, LLC software that may be installed at any Subscriber site. Subscriber will certify this action in writing to White Board Analytics, LLC within 30 days of the effective termination date.
As used herein, the following terms will have the stated meanings: Subscriber means any company, individual, or entity using or purchasing the services. Services mean any functionality or learning content accessible to the Subscriber through the website provided by White Board Analytics, LLC, or any learning or compliance services performed by White Board Analytics, LLC for Subscriber. Learner means any active record maintained in Subscriber's dataset. Partner means any entity is providing technical infrastructure or content support to White Board Analytics, LLC to enable the delivery of Services.
White Board Analytics, LLC reserves the right to make improvements or changes (provided they do not degrade performance) in the Services and rates and will advise the Subscriber of any changes at least thirty (30) days before the effective date.
This Agreement shall be governed by and interpreted by the substantive law of the State of California. Any controversy or claim arising out of or related to this Agreement, including but not limited to its breach, shall be settled by arbitration in Bakersfield, California by the commercial arbitration rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. To the extent allowed by applicable law, any claims or causes of action arising from or relating to the use of the Services or White Board Analytics, LLC content must be instituted within two (2) years of the date such claim or cause arose.
If any provision of the Agreement is declared to be invalid or unenforceable, those provisions shall be severed, with the other provisions remaining in full force and effect.
The Terms of Use Agreement together with any Services Request (SR) document, including any Addendums or Exhibits, contain the entire Agreement of White Board Analytics, LLC and Subscriber, and supersede any oral or written communications, negotiations, understandings, or agreements made or entered into before the Subscriber signature date on the Services Request document, relating to the subject matter, terms, or conditions of this Agreement. No amendment to this Agreement can be effective unless made in writing and signed by authorized representatives of Subscriber and White Board Analytics, LLC. Subscriber further understands and agrees that any terms or conditions of any purchase order or other document used by Subscriber in connection with this Agreement, which is inconsistent with this Agreement, shall not apply unless and until White Board Analytics, LLC agrees in writing to their applicability and attaches such document containing the terms and conditions as an Exhibit to this Agreement.