TERMS AND CONDITIONS
FOR USE OF THE CAREERDEVELOPMENT.AAAS.ORG ACADEMIC INSTITUTION PORTAL
THIS ONLINE DISTRIBUTION AGREEMENT (“AGREEMENT”) IS A BINDING LEGAL AGREEMENT BETWEEN THE AMERICAN ASSOCIATION FOR THE ADVANCEMENT OF SCIENCE (AAAS), OWNER OF CAREERDEVELOPMENT.AAAS.ORG (HEREINAFTER “COMPANY” OR “CAREERDEVELOPMENT.AAAS.ORG”), LOCATED AT 1200 NEW YORK AVE NW, WASHINGTON, DC 20005, AND YOU (“CUSTOMER”, “YOU”, OR “YOUR”), THE ACADEMIC INSTITUTION (AND THE ENTITY ON BEHALF OF WHICH YOU ARE THE SIGNATORY). THIS AGREEMENT IS LIMITED TO USE FOR ACADEMIC INSTITUTIONS; IF YOU ARE NOT AN ACADEMIC INSTITUTION, YOU ARE HEREBY DISALLOWED FROM USING THIS SITE, AND AGREEMENT TO THESE TERMS AND CONDITIONS IS HEREBY NULL AND VOID. CAREERDEVELOPMENT.AAAS.ORG AND CUSTOMER ARE THE “PARTIES”. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCEPTING THE AGREEMENT. IN ORDER TO OBTAIN THE RIGHT TO PROVIDE ACCESS FOR LEARNERS (“SEATS”) TO THE ONLINE COURSES, YOU MUST FIRST ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT BY ELECTRONICALLY CHECKING THE BOX MARKED “I ACCEPT” AT THE END OF THIS AGREEMENT. WHEN YOU CLICK “I ACCEPT” YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, IN THEIR CURRENT FORM OR AS MODIFIED, WITHOUT LIMITATION OR QUALIFICATION, JUST AS IF YOU HAD MANUALLY SIGNED THE AGREEMENT. CAREERDEVELOPMENT.AAAS.ORG MAY UPDATE, AMEND OR CHANGE THIS AGREEMENT, AT ANY TIME, WITHOUT NOTICE TO YOU. THEREFORE, YOU MUST CONSULT THE MOST RECENT VERSION OF THIS AGREEMENT (AND NOT AN OLDER CACHED VERSION) EACH TIME YOU VISIT THIS WEBSITE. EACH TIME YOU PROVIDE A LEARNER WITH ACCESS TO THE ONLINE COURSES, YOU AGREE TO BE BOUND BY AND COMPLY WITH ALL OF THE TERMS OF THIS AGREEMENT. BUT FOR YOUR ACCEPTANCE OF THIS AGREEMENT AND ITS TERMS AND CONDITIONS, THE COMPANY WOULD NOT GRANT YOU PERMISSION TO PROVIDE A SEAT TO ONLINE COURSES. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, CLICK “I DO NOT ACCEPT.” YOU WILL NOT BE ABLE TO OBTAIN THE RIGHT TO PROVIDE SEATS OR ACCESS TO THE ONLINE COURSES UNLESS YOU CLICK “I ACCEPT.” YOUR USE OF ANY FORM, PART, OR PORTION OF THE SEATS OR ONLINE COURSES, WHETHER TEMPORARY OR NOT, IS CONSIDERED ACCEPTANCE OF THIS AGREEMENT IN ITS ENTIRETY.
FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS:
Definitions set forth above are incorporated herein by reference, as if fully set forth herein.
” CAREERDEVELOPMENT.AAAS.ORG Courses”or “Courses” means online training courses that conform to CAREERDEVELOPMENT.AAAS.ORG curricula and guidelines, and may result in the issuance of a Course Completion Card.
” CAREERDEVELOPMENT.AAAS.ORG Portal” means CAREERDEVELOPMENT.AAAS.ORG website and such other URLs that may be designated by CAREERDEVELOPMENT.AAAS.ORG, through which Online Courses can be accessed.
“Course Completion Card” means a card or documentation bearing CAREERDEVELOPMENT.AAAS.ORG trademarks or other indicia and indicating that an individual has completed a CAREERDEVELOPMENT.AAAS.ORG Course.
“Course Marketing Materials” means flyers, brochures, reference guides, videos, course descriptions, newsletter copy, and other materials intended to promote and provide information about CAREERDEVELOPMENT.AAAS.ORG Courses.
“Customer” means you, or the entity on behalf of which you are the signatory and click the “I ACCEPT” box.
“Initial Term” means a term that commences upon acceptance of this Agreement by Customer, as evidenced by clicking the “I ACCEPT” button at the end of this Agreement, and terminates in accordance with the termination section of this Agreement.
“Seat” means a granted access for a Student to take an Online Course.
“Online Course” or “Online Courses” or “Courses” means CAREERDEVELOPMENT.AAAS.ORG Courses that may be taken online through the CAREERDEVELOPMENT.AAAS.ORG website or a CAREERDEVELOPMENT.AAAS.ORG Portal.
“Online Distribution Tool” means the proprietary mechanism to provide Seats to Students and to manage Seats.
“Portal” means an online interface that provides access to the Courses through a URL that is customized for a specific Customer and which is part of the CAREERDEVELOPMENT.AAAS.ORG subdomain.
“Student” means any person who takes a CAREERDEVELOPMENT.AAAS.ORG Course after having obtained a Seat from the Customer.
“Subscription” means access to Courses that is purchased by the Customer; such Subscriptions allow access to a Customer’s Students for a specific period of time.
“Term” or “terms” shall mean together the Initial Term and any Renewal Term of a Subscription.
- APPOINTMENT AND RESTRICTIONS ON DISTRIBUTION
2.1 For the term of this Agreement, upon Customer’s acceptance of this Agreement, CAREERDEVELOPMENT.AAAS.ORG grants to the Customer a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable and revocable right and license to use the Online Distribution Tool and to provide Seats to the Courses directly to Students solely in accordance with the terms and conditions of this Agreement.
2.2 The rights granted herein are non-exclusive and may be limited by applicable law, rules or regulations. CAREERDEVELOPMENT.AAAS.ORG reserves all rights not expressly granted to Customer in this Agreement. Customer and Students shall not:
- Use, copy, distribute, sell, modify or transfer Seats, the Courses, the Online Distribution Tool, or any software or any data, content or information associated with Seats or Courses, in whole or in part, except as allowed herein;
- Decompile, disassemble, reverse assemble or reverse engineer Seats, Courses, or the Online Distribution Tool, or otherwise attempt to derive or interfere with the code for any software or any data, content or information associated with the Seats, Courses or the Online Distribution Tool.
- Adapt, alter, or create derivative works based on the Seats or Courses or on any data, content or information associated with or provided by or contained in or on the Keys or Courses;
- Sell, rent, lend, provide, or lease the Seats, Courses, or the Online Distribution Tool, or any data, content or information associated with or provided by the Seats, Courses, or the Online Distribution Tool, to or from a third party, except as allowed herein;
- Display, perform, or publish the Seats, Courses, the Online Distribution Tool, or any data, content or information associated with or provided by the Seats, Courses, the Online Distribution Tool, or any portion thereof, either publicly or to a third party, without written permission from CAREERDEVELOPMENT.AAAS.ORG;
- Obscure, alter, replace, or remove any trademarks, copyrights or other intellectual property notices on or associated with the Seats, Courses or the Online Distribution Tool;
- Mention or use the CAREERDEVELOPMENT.AAAS.ORG name, or any trademarks of CAREERDEVELOPMENT.AAAS.ORG, or any images or copyrights or other materials or property of CAREERDEVELOPMENT.AAAS.ORG, in any format or medium, including electronic and online, on websites or in domain names, without the express prior written permission of AAAS. Any such unauthorized uses are hereby assigned by Customer and Student to CAREERDEVELOPMENT.AAAS.ORG, along with all rights, title, interests and goodwill related thereto; and/or
- Imply, directly or indirectly, that CAREERDEVELOPMENT.AAAS.ORG endorses, sponsors, certifies, is connected with, is related to, is affiliated with, or approves any Customer conduct or content, websites, products, or services, in any capacity, even if in connection with the Seats, Online Courses, or the Online Distribution Tool, without the express prior written permission of CAREERDEVELOPMENT.AAAS.ORG.
2.3 Customer agrees to comply with all applicable worldwide rules, laws, codes, and regulations related to the services it provides as well as to the Seats, the Online Courses and the Online Distribution Tool. Customer agrees to comply with all United States laws, regulations, and other restrictions governing the export or re-export of the Seats to the Online Courses and on the Online Courses itself, that may be imposed from time to time by the government of the United States of America. Customer will not permit use of the Seats for any purpose other than that expressly authorized by this Agreement. Customer shall require Students to use the Seats only for their own educational purposes and will expressly prohibit the Students from engaging in prohibited conduct as set forth in Section 2.2 above, including re-distributing, copying, reproducing, reverse engineering, or sharing the Seats with any third party or another individual. Customer understands and acknowledges that Student must comply with all applicable CAREERDEVELOPMENT.AAAS.ORG agreements and requirements governing the Online Courses before the Student receives a Course Completion Card. Customer is solely responsible for all acts or omissions of any person accessing the Seats or Online Courses, and all transmissions or transactions generated by persons to whom Customer has given Seats shall be deemed to have been authorized by Customer.
- ONLINE COURSE ACCESS
3.1. Customer may provide access to Online Courses to Students by purchasing a Subscription that includes access to a specified number of Students for a specified period of time. by assignment of a specific Seat to a Student using the Online Distribution Tool. Seats will be issued to Customer only upon timely payment by Customer of amounts due.
3.3. Customer acknowledges and agrees that CAREERDEVELOPMENT.AAAS.ORG will be required to collect and report Student information for the purpose of determining successful CAREERDEVELOPMENT.AAAS.ORG Course completion. CAREERDEVELOPMENT.AAAS.ORG may not be able to disclose such Course completion information to the Customer if the Student does not agree to share such information. If a Student does not accept the applicable CAREERDEVELOPMENT.AAAS.ORG agreements governing the Online Courses, CAREERDEVELOPMENT.AAAS.ORG will not permit the Student to access the Online Courses. Additionally, Customer may not impose limitations on CAREERDEVELOPMENT.AAAS.ORG use of Student information or other data collected by CAREERDEVELOPMENT.AAAS.ORG. Only the Student may consent or withhold consent for gathering and use of his/her information. Further, Customer may use the Online Distribution Tool to assign and distribute Seats, send email reminders to Students, reassign lost or unused Seats, monitor Student Online Course completion status, and create reports.
- INTELLECTUAL PROPERTY
4.1. Customer acknowledges that CAREERDEVELOPMENT.AAAS.ORG and/or its licensors, owns all right, title, and interest in all data, content, information, software (including but not limited to all source and object code) technology, writings, instructions, photographs, diagrams, models, methodology, trademarks, images, video, text, and all other concepts, ideas and documentation in CAREERDEVELOPMENT.AAAS.ORG, Seats, CAREERDEVELOPMENT.AAAS.ORG Courses, Online Courses, the Online Distribution Tool, Course Marketing Materials, and Course Completion Cards, together with all modifications, revisions, changes, copies, partial copies, translations, compilations, partial copies with modifications and derivative works which shall constitute the “CAREERDEVELOPMENT.AAAS.ORG Property.” CAREERDEVELOPMENT.AAAS.ORG Property is protected by U.S. law and international laws and treaties. All Intellectual Property Rights and all other property rights of any nature in CAREERDEVELOPMENT.AAAS.ORG Property are, shall be and shall remain in CAREERDEVELOPMENT.AAAS.ORG and/or its licensors. CAREERDEVELOPMENT.AAAS.ORG and/or its licensors shall have all ownership and authorship rights in CAREERDEVELOPMENT.AAAS.ORG Property. CAREERDEVELOPMENT.AAAS.ORG Property is and shall remain the sole and exclusive property of CAREERDEVELOPMENT.AAAS.ORG and/or its licensors, with CAREERDEVELOPMENT.AAAS.ORG and/or its licensors having the right to obtain and to hold in its own name, patents, copyright registrations, trademark or service mark registrations, or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Customer may not modify, rent, lease, loan, sell, distribute or create derivative works based on CAREERDEVELOPMENT.AAAS.ORG Property. As used in this Agreement, “Intellectual Property Rights” means with respect to any data, device, or other asset of any kind, the copyright, patent, trade secret, moral, termination, authorship and/or other proprietary rights relating to any such data, device, object code, source code or other asset including, without limitation, all rights necessary for the worldwide development, manufacture, modification, enhancement, sale, licensing, use, reproduction, distribution, publication, performance, and/or display of such data, device, object code, source code or other asset.
4.2. Other than as provided in this Agreement, Customer has no right to use, and shall not use without CAREERDEVELOPMENT.AAAS.ORG written permission, the characters, artwork, video, design, trade names, trademarks or service marks of CAREERDEVELOPMENT.AAAS.ORG on any website, advertising, publicity, public announcement, press release or promotion, on in any manner tending to imply an endorsement by CAREERDEVELOPMENT.AAAS.ORG of the Customer. If such use is permitted by CAREERDEVELOPMENT.AAAS.ORG in writing, Customer agrees to maintain all copyright, trademark, service mark or other proprietary notices of CAREERDEVELOPMENT.AAAS.ORG and otherwise shall comply with AAAS’s quality control restrictions, and further any such use shall inure to the benefit of CAREERDEVELOPMENT.AAAS.ORG.
4.3. Customer acknowledges and agrees that CAREERDEVELOPMENT.AAAS.ORG owns all data and information gathered and available through the CAREERDEVELOPMENT.AAAS.ORG Portal and Student’s access to Online Courses (collectively “User Data”).
4.4. Customer acknowledges that a breach by Customer of this Section 4 will give rise to irreparable injury to CAREERDEVELOPMENT.AAAS.ORG, inadequately compensable in damages. Accordingly, Customer hereby consents to the obtaining by CAREERDEVELOPMENT.AAAS.ORG of injunctive relief against the breach or threatened breach of the undertakings of Customer contained in this Section 4. The obligations of Customer under this Section 4 shall survive the termination of this Agreement.
- DATA SECURITY AND CONFIDENTIALITY
5.1. Customer acknowledges and agrees that User Data constitutes confidential, proprietary and trade secret information of CAREERDEVELOPMENT.AAAS.ORG. Customer further acknowledges that the CAREERDEVELOPMENT.AAAS.ORG Property also constitutes confidential, proprietary and trade secret information of AAAS. Customer further acknowledges and agrees that any and all information associated with CAREERDEVELOPMENT.AAAS.ORG or its affiliates that is not otherwise publicly available, including but not limited to information about AAAS’s business (collectively “Non-Public Information”), that is disclosed by CAREERDEVELOPMENT.AAAS.ORG or received by Customer, constitutes confidential, proprietary and trade secret information of AAAS. The User Data, CAREERDEVELOPMENT.AAAS.ORG Property and Non-Public Information are referred to herein collectively as “Confidential Information.”
5.2. At all times (both during the term of this Agreement and thereafter) Customer shall hold the Confidential Information in the strictest confidence and may not use the Confidential Information in any manner or for any purpose other than as permitted herein and shall not disclose the Confidential Information to, or allow use by, any other person or entity. Further, Customer acknowledges that the Confidential Information shall remain the property of CAREERDEVELOPMENT.AAAS.ORG and Customer agrees to notify CAREERDEVELOPMENT.AAAS.ORG immediately upon discovery of any unauthorized disclosure or use of the Confidential Information and to cooperate with CAREERDEVELOPMENT.AAAS.ORG in every reasonable way to help CAREERDEVELOPMENT.AAAS.ORG regain possession of the Confidential Information and/or to prevent further unauthorized use or disclosure of the Confidential Information. CAREERDEVELOPMENT.AAAS.ORG reserves all rights to its Confidential Information.
- RELEASE AND PERMISSION TO USE ORGANIZATION LOGO OR TRADEMARK
6.1 Customer authorizes the Company to use the Customer’s Logo or registered mark for use on a customized Portal. Company may use the Customer’s logo or mark for these purposes without further permission or acquiescence by the Customer, and the Customer hereby releases Company from all liability relating to the publication or use of the logo/mark.
- PAYMENTS AND TAXES
7.1. Customer is responsible for the payment of all taxes, fees, and assessments, and all sales, use, and other such taxes based on the purchase of the Seats under this Agreement (including interest and penalties) (collectively “Taxes”), now or hereafter imposed by any governmental body or agency upon the purchase and distribution of the Seats or the Online Courses for whatever reason (excluding taxes on or measured on the net income of CAREERDEVELOPMENT.AAAS.ORG).
7.2. CAREERDEVELOPMENT.AAAS.ORG may refuse to provide any further Seats, or permit the redemption or activation of Seats, or use of the Online Distribution Tool if payment is not current. If CAREERDEVELOPMENT.AAAS.ORG does issue Seats or permit continued use of the Online Distribution Tool without receiving payment, then the fee, charge or payment payable under this Agreement, will bear interest from the date on which payment was due until the date paid at a rate equal to 10% per month or the maximum rate allowed by law, whichever is less.
- WARRANTIES AND LIMITATION OF WARRANTIES
8.2. Customer covenants, warrants and represents to CAREERDEVELOPMENT.AAAS.ORG during the Term of this Agreement that (i) it is in compliance with all applicable local jurisdiction and United States laws, regulations or ordinances necessary to enter into and perform under this Agreement, including but not limited to those laws, regulations and ordinances applicable to the purchase of the Seats and provision of access to the Online Courses; (ii) it is in compliance with all laws, regulations and ordinances applicable to the collection and remittances of sales tax, and other fees; (iii) it has obtained any and all authorizations and permits from any applicable governmental or regulatory authority that may be required for Customer to perform hereunder, (iv) it has full power and authority to enter into this Agreement and to make the covenants, representations and warranties in this Agreement, and (v) it has not entered into any agreements or commitments which are inconsistent with or in conflict with the rights of CAREERDEVELOPMENT.AAAS.ORG in this Agreement.
8.3. ALL PRODUCTS AND SERVICES PROVIDED OR LICENSED BY AAAS, INCLUDING BUT NOT LIMITED TO THE CAREERDEVELOPMENT.AAAS.ORG PORTAL, SEATS, ONLINE COURSES, THE ONLINE DISTRIBUTION TOOL, AND COURSE COMPLETION CARDS, AND ALL CONTENT PROVIDED IN THEM (HEREINAFTER ALL COLLECTIVELY, THE “CAREERDEVELOPMENT.AAAS.ORG PRODUCTS AND DELIVERABLES”) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CAREERDEVELOPMENT.AAAS.ORG EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE, SUITABILITY, NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CAREERDEVELOPMENT.AAAS.ORG MAKES NO WARRANTY THAT: (i) CAREERDEVELOPMENT.AAAS.ORG PRODUCTS AND DELIVERABLES WILL MEET CUSTOMER’S OR ITS STUDENTS’ REQUIREMENTS; (ii) CAREERDEVELOPMENT.AAAS.ORG PRODUCTS AND DELIVERABLES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF CAREERDEVELOPMENT.AAAS.ORG PRODUCTS AND DELIVERABLES OR ANY CONTENT PROVIDED ON OR THROUGH THEM WILL BE ACCURATE OR RELIABLE; OR (iv) THE QUALITY OF CAREERDEVELOPMENT.AAAS.ORG PRODUCTS AND DELIVERABLES WILL MEET CUSTOMER’S EXPECTATIONS. CAREERDEVELOPMENT.AAAS.ORG FURTHER DISCLAIMS ANY WARRANTY COVERAGE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE CAREERDEVELOPMENT.AAAS.ORG PRODUCTS AND DELIVERABLES OR ANY RELATED PRODUCTS AND SERVICES. CAREERDEVELOPMENT.AAAS.ORG SPECIFICALLY DISCLAIMS WARRANTY COVERAGE FOR ANY INFORMATION OR DATA PROVIDED THROUGH THE CAREERDEVELOPMENT.AAAS.ORG PORTAL. YOU ARE ASSUMING TOTAL RESPONSIBILITY FOR YOUR USE OF THE CAREERDEVELOPMENT.AAAS.ORG PRODUCTS AND DELIVERABLES AND FOR ANY LOSSES OR LOSS OF PROFITS, GOODWILL, USE, DATA, AND FOR ALL OTHER TANGIBLE AND INTANGIBLE LOSSES OF ANY KIND OR NATURE, REGARDLESS OF CAUSE. THE CAREERDEVELOPMENT.AAAS.ORG PRODUCTS AND DELIVERABLES ARE DESIGNED AND INTENDED FOR GENERAL EDUCATIONAL PURPOSES ONLY, AND MAY INCORPORATE FICTITIOUS CASE SCENARIOS TO HIGHLIGHT IMPORTANT ISSUES AND STRATEGIES. ANY SIMILARITIES IN NAMES, PLACES, OR CIRCUMSTANCES TO THOSE OF REAL PERSONS ARE PURELY COINCIDENTAL.
8.4. All representations and warranties made under this Agreement will be deemed to be made upon the clicking of the “I ACCEPT” box at the end of this Agreement by Customer, as well as at all times throughout the duration of this Agreement.
- LIMITATION OF LIABILITY
9.1. CAREERDEVELOPMENT.AAAS.ORG will not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from: (i) the Online Courses, the use of the Seats, or any materials available or not included therein; (ii) the unavailability or interruption of CAREERDEVELOPMENT.AAAS.ORG Portal or any features thereof or of any Online Courses; (iii) use of CAREERDEVELOPMENT.AAAS.ORG Products and Deliverables (regardless of whether CAREERDEVELOPMENT.AAAS.ORG provided any assistance in their use); (iv) the content of any of CAREERDEVELOPMENT.AAAS.ORG Products and Deliverables; (iv) the collection of, storage of, protection of, and use of the information obtained from the Student; or (v) any decisions made in reliance on the CAREERDEVELOPMENT.AAAS.ORG PRODUCTS AND DELIVERABLES.
9.2. CAREERDEVELOPMENT.AAAS.ORG WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOSS OF BUSINESS), FOR ANY TORT, CONTRACT CLAIM, OR FOR ANY OTHER DAMAGE, CLAIM OR CAUSE OF ACTION RELATED TO OR ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER CAREERDEVELOPMENT.AAAS.ORG KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY, AND EVEN IF CAREERDEVELOPMENT.AAAS.ORG IS SOLELY NEGLIGENT OR IN BREACH. THE TOTAL AND AGGREGATE LIABILITY OF CAREERDEVELOPMENT.AAAS.ORG UNDER THIS AGREEMENT FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER MAY NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO CAREERDEVELOPMENT.AAAS.ORG PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES, OR $50,000 (US$), WHICHEVER IS LESS. IN NO EVENT SHALL CAREERDEVELOPMENT.AAAS.ORG BE LIABLE TO THE END USER OR STUDENT, OR ANY THIRD PARTY, FOR ANY DAMAGES RESULTING FROM THE BREACH OF THIS AGREEMENT OR FROM CAREERDEVELOPMENT.AAAS.ORG PRODUCTS AND DELIVERABLES OR ANY RELATED PRODUCTS AND SERVICES, INCLUDING FROM THE CONTENT OR NATURE OF ONLINE COURSES. THERE ARE NO THIRD PARTY BENEFICIARIES TO THIS AGREEMENT YOU HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION AGAINST CAREERDEVELOPMENT.AAAS.ORG FOR BREACH OF CONTRACT, BREACH OF WARRANTY, OR NEGLIGENCE, RELATED TO OR ARISING OUT OF THE CAREERDEVELOPMENT.AAAS.ORG PRODUCTS AND DELIVERABLES OR ANY RELATED PRODUCTS AND SERVICES. THE PREVAILING PARTY IN ANY LITIGATION OR ARBITRATION ARISING OUT OF THIS AGREEMENT SHALL BE PAID, IN ADDITION TO ANY OTHER RELIEF, ITS REASONABLE ATTORNEYS FEES FOR SUCH LITIGATION OR ARBITRATION, BY THE NON-PREVAILING PARTY, WITHIN THIRTY DAYS OF THE FINAL CONCLUSION OF THE PROCEEDING.
- TERM AND TERMINATION
10.1. This Agreement shall remain in full force and effect during the Initial Term. After termination of the Initial Term, Customer and CAREERDEVELOPMENT.AAAS.ORG may renew this Agreement for a Renewal Term upon payment by Customer of a renewal fee, if applicable, to be determined and specified solely by CAREERDEVELOPMENT.AAAS.ORG in its written notice of expiry of the applicable Initial Term or Renewal Term.
10.2. This Agreement and any Initial Term or Renewal Term may be terminated at-will by CAREERDEVELOPMENT.AAAS.ORG and by Customer, immediately at any time for any reason, or for no reason, at the sole and unilateral discretion of the terminating party, and regardless of cause, reason or good faith and without advance notice or liability for termination of the terminating party. Notification of termination shall be made by electronic mail. Upon termination of this Agreement, by any party, for any reason, Customer agrees to return any CAREERDEVELOPMENT.AAAS.ORG Products and Deliverables and any Seats, tools products or services licensed hereunder as well as any Confidential Information in its possession, together with all copies and modifications in any form.
10.3. Upon termination or expiration of this Agreement for any reason, CAREERDEVELOPMENT.AAAS.ORG may refuse to accept any further Seats from Customer or its Students, and Customer shall cease distributing Seats and access to the Online Courses to Students. Customer shall remove all references to CAREERDEVELOPMENT.AAAS.ORG on any of its materials. Customer’s access to all distribution and tracking tools such as the Online Distribution Tool shall also terminate. Customer will direct all inquiries by Students regarding Online Course access to CAREERDEVELOPMENT.AAAS.ORG. Customer shall also return to CAREERDEVELOPMENT.AAAS.ORG all marketing and other CAREERDEVELOPMENT.AAAS.ORG materials in Customer’s possession, and shall comply with the return of Confidential Information provisions in this Agreement. Students may lose access to CAREERDEVELOPMENT.AAAS.ORG.
10.4. Upon termination of this Agreement by CAREERDEVELOPMENT.AAAS.ORG, except if such termination is due to a material breach by Customer of any of the provisions of this Agreement, CAREERDEVELOPMENT.AAAS.ORG will, at its discretion, either refund to Customer any fees paid by Customer for unused Seats, or will permit unused Seats to be redeemed on CAREERDEVELOPMENT.AAAS.ORG Portal. Upon termination of this Agreement by Customer, Customer shall not be refunded any fees paid by Customer for unused Seats, and any unused Seats may not be redeemed on the CAREERDEVELOPMENT.AAAS.ORG Portal.
11.1. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction or by a legally enforceable directive of any governmental body to be invalid or unenforceable, the provision will be validly reformed so as to approximate the intent of the Parties as nearly as possible and, if unreformable, will be deemed divisible and deleted with respect to that jurisdiction; such determination will not affect the validity or enforceability of any other part or provision of this Agreement. To the extent permitted by applicable law, Customer hereby waives any applicable statutory and common law that may permit a contract to be construed against its drafter.
11.2. Assignment. AAAS may assign and delegate its rights and obligations under this Agreement, in whole or in part, to any party at any time without any notice or consent of Customer. This Agreement shall not be assigned by Customer, and Customer shall not delegate its duties and obligations under this Agreement, without the prior written consent of AAAS. This Agreement is binding upon and inures to the benefit of the Parties, their heirs, successors and assigns.
11.3. Waiver. No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, will be deemed to be, or will constitute, a waiver of any other provision hereof; nor will a waiver constitute a continuing waiver; nor will a waiver be construed to be a waiver of any succeeding breach of the provision or a waiver of the provision itself. No waiver will be binding unless executed in writing by the Party making the waiver.
11.4. Survival. The provisions of this Agreement which by their nature should survive suspension or termination will survive, including those relating to indemnification, Confidential Information, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, and mandatory arbitration.
11.5. Indemnity. Customer agrees to and shall defend, indemnify, and hold AAAS and its officers, directors, agents and representatives harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) as well as the expenses of any legal proceeding related thereto, that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against AAAS and/or its officers, directors, agents and representatives, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with: (i) Customer’s use of CAREERDEVELOPMENT.AAAS.ORG Products and Deliverables; (ii) Customer’s activities in connection with CAREERDEVELOPMENT.AAAS.ORG Products and Deliverables; (iii) Customer’s breach or anticipatory breach of this Agreement; (iv) Customer’s violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities in connection with Customer’s use of the CAREERDEVELOPMENT.AAAS.ORG Products and Deliverables, or Customers activities in connection with the CAREERDEVELOPMENT.AAAS.ORG Products and Deliverables; (v) information or material transmitted through Customer’s Internet access or device, even if not submitted by Customer, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; and (vi) any misrepresentation made by Customer (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by CAREERDEVELOPMENT.AAAS.ORG in the defense of any Claims and Losses. Notwithstanding the foregoing, CAREERDEVELOPMENT.AAAS.ORG retains the exclusive right to settle, compromise, and pay any and all “Claims and Losses”. CAREERDEVELOPMENT.AAAS.ORG reserves the right to assume the exclusive defense and control of any Claims and Losses. Customer shall not settle any Claims and Losses without, in each instance, the prior written consent of AAAS.
11.6. Parties Named. Nothing in this Agreement, whether express or implied, is intended to confer upon any person, other than the Parties identified herein, any rights or remedies.
11.7. Choice of Law and Venue. Except as relates to any federal law causes of action, this Agreement will be governed by substantive internal laws of the District of Columbia without reference to its conflicts of laws principles Any arbitration or provisional equitable action commenced by Customer, or arbitration, equitable, or other legal action in a court of law commenced by AAAS, arising out of or relating to this Agreement, shall be commenced in or nearest to the District of Columbia. In any arbitration or action in a court of law commenced by either Party, Customer irrevocably hereby submits and consents to and agrees not to contest, object to, or challenge, the personal jurisdiction over Customer, by any arbitrator and court in or nearest to the District of Columbia , in which such action is filed or commenced, as well as to the venue of such arbitration or court, and Customer hereby waives any and all defenses, challenges, or objections related to personal jurisdiction and venue. NO ACTION, REGARDLESS OF FORM, RELATING IN ANY MANNER TO THIS AGREEMENT, MAY BE BROUGHT BY CUSTOMER MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION HAS ACCRUED. FOR PURPOSES OF THIS SECTION, A CAUSE OF ACTION IS DEEMED TO HAVE ACCRUED WHEN CUSTOMER KNEW OR REASONABLY SHOULD HAVE KNOWN ABOUT THE BREACH OR CLAIMED BREACH OR ANY OTHER CAUSE OF ACTION AGAINST AAAS.
11.8. Approvals. No approval by CAREERDEVELOPMENT.AAAS.ORG under this Agreement will operate or be construed as an acknowledgment by CAREERDEVELOPMENT.AAAS.ORG of the Customer’s compliance with any applicable laws, regulations or government agency rules; nor is approval a guaranty or warranty on the part of CAREERDEVELOPMENT.AAAS.ORG as to the quality or character of the products to which the approval relates.
11.9. Arbitration. The parties to this Agreement agree that in the event of any dispute or controversy between them, including but not limited to disputes regarding the interpretation of this Agreement, the performance or breach of any provision of this Agreement or any other matter arising as a result of this Agreement, the parties hereto shall exert all possible efforts to resolve, conciliate and settle such dispute between themselves and/or with any third party. In the event the parties are unable to come to a mutually agreeable settlement through conciliation within thirty (30) days after written notice by one party demanding of the other a meeting to attempt to reach a settlement, either party may make demand upon the other for the submission of such dispute or controversy to binding arbitration as provided below. Any dispute or claim raised by Customer arising out of or relating to this Agreement or the subject matter hereof will be submitted only to binding arbitration on a confidential basis, conducted strictly in accordance with the terms of this Agreement and the substantive law of the District of Columbia.
The arbitration venue and all related hearings will be in the District of Columbia. The Parties agree that the arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association. Unless the Parties concur in the appointment of a single arbitrator, the matter of difference shall be referred to three (3) arbitrators appointed to hear the case pursuant to the procedures set forth in the Commercial Arbitration rules of the American Arbitration Association. The arbitrators must base their decision with respect to the difference before them on the contents of this Agreement, and the decision of any two of the three arbitrators shall be binding on both Parties. Judgment upon the award rendered by the arbitrator(s) may be entered and enforced in any court of competent jurisdiction. Neither Party will be precluded hereby from seeking equitable provisional remedies in the courts of any jurisdiction including, but not limited to, temporary restraining orders and preliminary injunctions, but such equitable remedies will not and may not be sought to avoid or stay arbitration. CUSTOMER HEREBY AGREES AND UNDERSTANDS THAT PURSUANT TO THIS AGREEMENT IT IS WAIVING ITS RIGHTS TO FILE A LAWSUIT AGAINST CAREERDEVELOPMENT.AAAS.ORG IN A COURT OF LAW FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT. ANY DISPUTE OR CLAIM RAISED BY CAREERDEVELOPMENT.AAAS.ORG , ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF WILL, AT COMPANY’S SOLE CHOICE AND DISCRETION, EITHER BE SUBMITTED TO BINDING ARBITRATION IN ACCORDANCE WITH THIS SECTION, OR FILED AS A LAWSUIT IN THE APPROPRIATE FEDERAL OR STATE COURT. YOU HEREBY AGREE TO THIS DIFFERENCE IN THE AVAILABILITY OF AND FORUM FOR RELIEF FOR DISPUTED CLAIMS BETWEEN CUSTOMER AND CAREERDEVELOPMENT.AAAS.ORG , AS SET FORTH IN THIS SECTION. YOU FURTHER AGREE NOT TO PURSUE OR BE THE PLAINTIFF OR REPRESENTATIVE IN ANY CLASS ACTION CASES OR LITIGATIONS AGAINST COMPANY ANYWHERE WORLDWIDE, RELATED TO THE PRODUCTS OR SERVICES PROVIDED OR GRANTED UNDER THIS AGREEMENT. YOU HEREBY AGREE AND UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO BE INVOLVED IN ANY CLASS ACTION AGAINST AAAS.
11.10. Export Controls. Products or services related to or made available by CAREERDEVELOPMENT.AAAS.ORG may be subject to export controls of the United States. No products or services of CAREERDEVELOPMENT.AAAS.ORG may be downloaded, exported, or re-exported (i) into (or to a national or resident of) any country or other jurisdiction to which the United States has embargoed goods, software, technology or services (which, as of the effective date of this User Agreement, includes Cuba, North Korea, Iran, Sudan and Syria), or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders, or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). By downloading or using any products or services of CAREERDEVELOPMENT.AAAS.ORG, You represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
11.11. Subject Headings. The subject headings of the sections, paragraphs, and subparagraphs of this Agreement are included herein solely for the purposes of convenience and reference, and will not be deemed to explain, modify, limit, amplify, or aid in the meaning, construction, or interpretation of any of the provisions of this Agreement.
11.12. Enforceability. You agree the Agreement and all terms and conditions herein are enforceable and are not unconscionable and not in violation of public policy. You agree the Agreement is not a contract of adhesion and that You had the power and control to reject, alter, and negotiate the terms and conditions herein.
11.13. Updates to Agreement. CAREERDEVELOPMENT.AAAS.ORG reserves the right to modify, revise and update this Agreement at any time without prior notice (“Updated Terms”). Therefore, you should review this Agreement on a regular and frequent basis. The Updated Terms will be effective as of the time of notification.