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Terms Of Use

BY CLICKING THE "I ACCEPT” BUTTON DISPLAYED AS PART OF THE LOGIN PROCESS, YOU (USER) AGREE TO THE USER AGREEMENT (THE "AGREEMENT") GOVERNING YOUR USE OF THE TRAINING EXTRANET PLATFORM ("PLATFORM").

This User(“Agreement”) is made and entered into as of <$date> (Effective Date), by and between  (User), the NetWare Technologies, LLC (Company).

Section 1. Definitions.  Please reference Addendum A for the definition to terms used in this Agreement, which is incorporated herein by reference.

Section 2. Grant of License.

A.	License Granted to the User.  Company hereby grants User a non-exclusive, non-transferable, worldwide right to use the on-demand Training Extranet Platform which may be more fully described in the User’s Invoice which is powered by Company Technology using Company Servers subject to the terms and conditions of this Agreement.  All rights not expressly granted to User are reserved by Company and it’s Licensors (Company).

B.	Prohibitions to which the User Agrees.  User represents and warrants that User shall strictly adhere to the following:

1.	Maintain strict confidentiality of the Log-in Credentials provided to User by Company for the purpose of accessing the Training Extranet Platform.  User shall NOT permit any other person or entity, to use or gain access to the Platform with User’s Log-in Credentials, and provide reasonable security procedures and devices to protect against the same.
2.	Only use the Platform for User’s personal use and not share the Platform in any way with any other person or entity.
3.	Not rent, lease, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Platform in any way.
4.	Not modify, adapt in any way or make derivative works based upon the Platform or Content on Platform.
5.	Not create Internet "links" to or "frame" or "mirror" the Platform on any other server or wireless or Internet-based device. 
6.	Not translate, decompile, disassemble, reverse engineer, reverse assemble, or otherwise access the Platform in order to or in an attempt to:
a.	build a competitive product or service, 
b.	build a product using similar ideas, features, functions or graphics of the Platform, or 
c.	copy any ideas, features, functions, know how, or graphics of the Platform.  
8.	Not remove, obscure, or alter Company's proprietary notices, trademarks, or other proprietary rights notices affixed or contained in the Platform.
9.	Not use the Platform in any manner, or in connection with any content, data, hardware, software or other materials provided by or on behalf of User that:
a.	infringes upon or violates any outstanding, pending or potential patent, copyright, trade secret, trademark, or other intellectual property right of Company,
b.	constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or is threatening, harassing or malicious, or
c.	violates any applicable international, federal, state or local law, rule, legislation, regulation or ordinance.
10.	Not use the Platform for any illegal, obscene, offensive or immoral purpose, or to transmit communications described in 47 U.S.C. Section 223(b). 
11.	Ensure that User does NOT cause the introduction into the Platform of any viruses, worms, Trojan horses and other malicious code.

C.	The Invoice, Other Addendums, Schedules and Agreements Apply.  User shall strictly comply with all of the terms and conditions of this Agreement, and all other Addendums, Schedules and Exhibits, which are incorporated herein by reference.

Section 3. Platform Information and Data.  Company shall not be responsible or liable for User’s deletion, correction, destruction, damage, loss or failure to store or access any data on the Platform.

Section 4.  Property and Intellectual Property Rights.  Company shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Platform and Content, and any suggestions, ideas, enhancements, modifications, feedback, recommendations or other information provided by User or any other party relating to the Platform or Content.  This Agreement is not a sale, lease or any other form of conveyance, and does not convey to User or any other person any rights of ownership in or related to the Platform or Content.

Section 5.  Fees.  User shall compensate Company pursuant to the below referenced Fee Schedule and Billing Practices.

A.	Enrollments Fee.  The tuition payment obligation displayed on the Training Extranet Tuition Invoice (Invoice) generated through the Training Extranet User enrollment process which resulted in the production of this Agreement and related Invoice.

B.	Additional Usage Fees calculated from Schedule B for usage of the Platform beyond the allowance provided for in Schedule B.
C.	All Fees are IMMEDIATELY due and payable to Company, and ARE NON-REFUNDABLE.  Thereafter, Additional Usage Fees are due at the beginning of the next billing cycle.  Company must receive payment of any amount due hereunder within 21 days of the due date set forth herein, otherwise late charges for the lesser of 1.5% per month or the maximum allowable under applicable law, together with all of Company’s expenses and collection costs, including reasonable attorneys' fees incurred in enforcing the Agreement, shall also become due and payable to Company.  All amounts payable by User hereunder shall be paid in immediately available funds, in United States dollars, and are non-refundable.

1.	Initial Activation Date.  Company will deliver to User one set of Log-in Credentials to access the Platform.  The date of delivery depends upon the method of payment.

a.	Payments by check, generally occur within 7 days from the verified deposit of payment set forth in the Invoice

b.	Payment by credit card, generally occur with in 15 days from the date of the Invoice.

2.	User expressly understands that the Initial Activation Date may occur latter than anticipated due to processing delays.

D.	Additional Terms for Users satisfying payment obligations via credit card.  For Training Extranet Users electing to satisfy payment obligations hereunder via credit card, you expressly agree:

a)	the services evidenced by this invoice constitute Tangible Goods as defined and protected under the credit card merchant account rules.

b)	that the payment made pursuant to this invoice is NON REFUNDABLE AFTER 14 DAYS from the date of this invoice.

c)	YOU HAVE PROVIDED AN ACCURATE AND COMPLETE COPY OF YOUR DRIVERS LICENSE AND CREDIT CARD AS WELL AS A SIGNED COPY OF THE INVOICE.

E.	An “insufficient funds” fee of $50 per transaction shall apply to each payment provided to Company by User that Company’s financial institution deems as “insufficient funds.”

F.	In the event this Agreement or any addendum hereto provides for payments of fees hereunder in installments (or on any basis other than in full at a single agreed upon time and date), the Company may, without notice or demand, upon User’s default on any such partial payment obligation when due as agreed, time being of the essence, declare the entire sum then unpaid immediately due and payable.

Section 6.  Platform Updates: Company reserves the right to make updates, changes, and modifications to the Platform or Content as part of Company’s routine maintenance, product enhancement, and development cycles without prior notice.

Section 7.  Confidentiality.

Except as expressly provided in this Agreement, Users shall keep secret and confidential and shall not disclose, provide or otherwise make available to any person the Platform, Content or other confidential or proprietary information, including but not limited to, financial information, documentation, technical, strategic planning and any intellectual property (Confidential Information).  Users (i) shall use best efforts, and shall employ reasonable security measures, to prevent any unauthorized disclosure of the Confidential Information and (ii) shall immediately advise Company of any information User has or receives of any actual or potential unauthorized disclosure or access.  Users acknowledge that the Platform is only being disclosed to User based on a confidential relationship established under this Agreement.  Users further acknowledge that such information is to be used only as expressly permitted hereunder, and that the restrictions of this Agreement are necessary to protect the secrecy of the information and to protect against the occurrence of irreparable injury or harm to Company.

Section 8.  Indemnity.  Users shall indemnify, defend, and hold harmless Company and its affiliates and the directors, officers, employees, consultants and agents with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees.

Section 9.  Disclaimer of Warranties.  ALTHOUGH COMPANY WILL MAKE ALL COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE PLATFORM IS FREE OF VIRUSES AND DAMAGING OR DISABLING CODE, ERRORS OR OTHER DEFECTS, THE PLATFORM IS PROVIDED "AS IS" WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH THE USER.  USER ACKNOWLEDGE THAT, BECAUSE OF THE NATURE OF THE INTERNET, THE PRODUCT MAY NOT BE ACCESSIBLE WHEN NEEDED, AND THAT INFORMATION TRANSMITTED OVER THE INTERNET (INCLUDING, BUT NOT LIMITED TO, THE PRODUCT OUTPUT AND ANY INFORMATION ENTERED BY OR UPLOADED BY THE USER) MAY BE SUBJECT TO THIRD PARTY INTERCEPTION AND MODIFICATION.  COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. NEITHER COMPANY NOR ITS LICENSORS WARRANT THE ACCURACY, CORRECTNESS, COMPLETENESS, OR TIMELINESS OF THE PLATFORM.

Section 10.  Limitation of Liability.  User is solely responsible for (i) their use of the Platform, and (ii) any damages to themselves, or any other third parties arising from the use of the Platform.  Company will not be liable for: (i) loss of, or damage to, records or information of User or any third party; or (ii) any damages suffered or claimed by User, any third party or any third party based claim.

REGARDLESS OF THE BASIS ON WHICH USER OR OTHER PARTY MAY BE ENTITLED TO RECOVER DAMAGES FROM COMPANY (INCLUDING, WITHOUT LIMITATION, BREACH OF WARRANTY, CONTRACT OR FIDUCIARY DUTY; FRAUD, NEGLIGENCE, MISREPRESENTATION, OTHER TORT, OR INDEMNITY) COMPANY’S LIABILITY WILL BE LIMITED TO THE ACTUAL DIRECT DAMAGES THAT ARE PROVEN UP TO AN AMOUNT NOT TO EXCEED ONE HUNDRED DOLLARS.  FURTHERMORE, THE PARTY SUFFERING SUCH DAMAGES OR LOSSES MUST FIRST EXHAUST ANY AVAILABLE LEGAL AND EQUITABLE REMEDIES AGAINST PARTIES OTHER THAN COMPANY.

COMPANY SHALL IN NO EVENT BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, SAVINGS, REVENUES, BUSINESS OPPORTUNITIES OR BUSINESS ADVANTAGES) WHATSOEVER, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 11. Term.  This Agreement shall commence on the Effective Date and continue for an initial term of 18 months from the Initial Activation Date (Initial Term).  The Agreement shall renew for additional one (1) year terms, unless at least ninety (90) days prior to the effective termination date, the User cancels this Agreement in writing.

Section 12.  Termination.  Either Party may terminate this Agreement pursuant to Section 15.  Termination by User shall not abrogate their payment obligations hereunder.

Section 13.  Limitations on the Services Offered; No Accreditation.  Neither the Company nor its Alliance Partners is accredited by any national or regional educational accrediting organization.  Accordingly, neither the Company nor the Alliance Partners is authorized to issue any educational degree accredited, licensed or otherwise recognized by such an organization.  Rather, the Company’s educational programs constitute honorary awards intended solely as recognition by the Company and its Alliance Partners of a person’s completion of a designated course of study offered, with no accompanying representation or guarantee by the Company, the Alliance Partners or any employee, agent or consultant thereof as to the fitness or suitability of such courses or their accompanying degrees for any purpose beyond general education as to the topics covered.  User expressly acknowledges the foregoing limitations.

Section 14.  Limitations on the Services Offered; No Professional Advice or Services.  Niether the Company, the Alliance Partners or any employee, agent or consultant thereof offer, legal, accounting, financial or any other form of professional advice or services through the Training Extranet and none will be provided under this Agreement.  While the subject matter of the coursework offered by the Training Extranet may relate to legal, accounting or other professional services, and while certain of the course instructors may be licensed professionals, the coursework does not purport to represent in any way the advice or services provided by legal counsel, certified public accountants or other licensed professionals.  Rather, the advice and services of a licensed professional may be offered only in the context of a professional/client relationship involving the review and understanding of the facts of a specific client’s individual circumstance.  User expressly acknowledges the foregoing limitations.

Section 15. Verification.  At Company's written request, not more frequently than annually, User shall furnish Company with a signed certification verifying that the Applications are being used pursuant to the provisions of this Agreement.  Company may audit User's use of the Platform.  If such audit occurs on User’s property, such audit shall be conducted during regular business hours and shall not unreasonably interfere with User’s business activities.  If an audit reveals that User has underpaid fees to Company, User shall be invoiced for such underpaid fees and shall also pay Company for the cost of the audit if the underpayment exceeds 5% of fees due during the audited period.  On site Audits shall be conducted no more than once annually.

Section 16. Taxes.  User shall pay all applicable sales, use, transfer or other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the transaction contemplated hereby, excluding, however, income taxes on profits which may be levied against Company.  User shall reimburse Company for the amount of any such taxes or duties paid or accrued directly by Company as a result of this transaction.

Section 17. Non-Solicitation of Employees, Consultants or Agents.  User shall not during the term hereof and for a period of two (2) years after the termination of this Agreement, solicit for employment or contract with in any way any employees, or independent contractors of Company for services similar to those offered by the Company through the Training Extranet.

Section 18.  General Terms and Conditions

A.	Notices. Any notice provided for or permitted under this Agreement will be treated as having been given when (a) delivered personally, (b) sent by confirmed fax, (c) sent by commercial overnight courier with written verification of receipt, or (d) mailed postage prepaid by certified or registered mail, return receipt requested, to the party to be notified, at the address set forth below, or at such other place of which the other party has been notified in accordance with the provisions of this Section (Notices).  Such notice will be treated as having been received upon the earlier of actual receipt or 3 business days after dispatch.
B.	Waiver and Amendment.  The failure of either Party at any time or times to require full performance of any provision hereof will in no manner affect the right of such Party at a later time to enforce the same.  Except as expressly provided herein, no amendment of, or modification to, this Agreement be shall be effective unless in writing and signed by a duly authorized representative of each of the parties hereto; provided, however, that Company reserves the right to alter the Platform or the address at which it may be accessed.  Additionally, Company reserves the right to modify the administrative terms and conditions of this Agreement or its policies relating to the Platform, Company Technology, Company Server or Content at any time, effective upon posting of an updated version of this Agreement on the Platform.  User is responsible for regularly reviewing this Agreement. Continued use of the Platform after any such changes shall constitute User’s consent to such changes.  
C.	Severability.  If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provision shall continue in full force and effect.  Every provision of this Agreement shall be independent of and severable from the other provisions hereof.  If any provision shall be held by a court of competent jurisdiction to be invalid or unenforceable, all remaining provisions shall continue unimpaired and in full force and effect.
D.	Survival. Neither the termination nor expiration of this Agreement shall relieve User nor any 3rd party from its obligations accrued hereunder.  User and all 3rd parties agree that their respective obligations and duties under Sections 2, 4, 5, 6, 7, 8, 9, 10, 15, 16, 17, 18 as well as any rights, obligations and duties which by their nature extend beyond the termination or expiration of this Agreement shall survive any termination or expiration and remain in effect for a period of three (3) years thereafter or the period specified in this Agreement, if longer in order to protect the trade secretes and proprietary rights of Company.
E.	Governing Law.  This Agreement shall be governed by and construed under the laws of the United States and the State of Florida as applied to agreements entered into and to be performed entirely within Florida between Florida residents.  
F.	Venue.  In the event of any legal proceedings arising out of this Agreement or the performance thereof, User agrees and consents to the exercise of personal jurisdiction over User by any state or federal court of law or equity located in Orange County, Florida or New York, New York, at the election of Company.  User shall not initiate any legal proceeding arising out of this Agreement or the performance thereof in any jurisdiction other than the state or federal courts located in Orange County Florida. 
G.	Injunctive Relief.  A breach of this Agreement by User with regard to the Platform,  Company Technology, Company Server, Content, any intellectual property right, or confidentiality or proprietary information relating to Company shall cause irreparable injury to Company for which Company may not have an adequate remedy at law.  Therefore, in the event of any such breach or threatened breach, User agrees that Company shall be entitled to seek any injunctive relief necessary to prevent or cure such breach including temporary and preliminary relief, permanent injunctions and/or relief by order of specific performance), without posting of bond or other security or proof of irreparable harm at User’s expense.
H.	Time for Bringing Action.  User may not bring a legal action under this Agreement more than one year after the cause of action arose, except for interpleading Company in actions brought against User, in which case the applicable statute of limitations shall apply.
I.	Attorneys' Fees. In any action to enforce this Agreement, the prevailing party shall be awarded all court costs and reasonable attorneys' fees incurred, including such costs and attorneys' fees incurred in enforcing and collecting any judgment.
J.	Force Majeure. Except for the payment of money, neither party will be liable for any failure or delay in performance under this Agreement due to fire, explosion, earthquake, storm, flood or other weather, unavailability of necessary utilities or raw materials, war, insurrection, riot, act of God or the public enemy, law, act, order, proclamation, decree, regulation, ordinance, or instructions of Government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement) or any other event beyond the reasonable control of the party whose performance is to be excused.
K.	Assignment. Company may assign this Agreement without restriction, provided the assignee agrees in writing to be bound by the terms of this Agreement. User may not assign this Agreement, whether by operation of law or otherwise.
L.	Relationship of the Parties. The parties to this Agreement are independent contractors. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf.
M.	Non-Exclusive Relationship:  The Agreement in non-exclusive.  User expressly understands that Company may provide similar or identical Platform or Content or the like to third parties who may compete with User.
N.	Publicity.  Company may use the name and identify of License or any User as a Company customer, in advertising, publicity, or similar materials distributed or displayed to prospective customers.
O.	Rules of Construction.  As used in this Agreement, all terms in the singular shall be deemed to include the plural, and vice versa, as the context may require.  The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole, including the Addendums, Exhibits and Schedules hereto, as the same may from time to time be amended or supplemented.  The word “including” when used herein is not intended to be exclusive, or to limit the generality of the preceding words, and means “including, without limitation.”
P.	Allocation of Risk. The sections on limitation of liability, warranties and disclaimer of warranties allocate the risks in the Agreement between the parties. This allocation is an essential element of the basis of the bargain between the parties.
Q.	Construction of Agreement. This Agreement has been negotiated by the respective parties hereto and their attorneys and the language hereof shall not be construed for or against any party. The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement, which shall be considered as a whole.
R.	Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. If this Agreement is executed in counterparts, no signatory hereto shall be bound until both the parties named below have duly executed or caused to be duly executed a counterpart of this Agreement.
S.	Entire Agreement. This Agreement, including all Addendums, Schedules and Exhibits to this Agreement, and the Company’s additional Non Disclosure Agreement, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral.  The Parties acknowledge and warrant that there are no intended third party beneficiaries of this Agreement

Addendum A Definitions

Activation: when the Company dispatches or causes the dispatch of a unique User name and password combination for a User in response to the User Status process.

Additional Usage Fees:  Generally, a User using the Platform for their personal education should consume approximately 300 Mega-bits of monthly data transfer.  The Company reserves the right to access Additional Usage Fees to Users whose access is materially above the normal bandwith consumption rate.

Agreement: this contract entered into between Company and User through any medium, and includes the Invoice as well as any schedules, addendums, exhibits and online modifications thereto made from time to time.

Business Day: a day that banks are open for business in New York, New York.

Content: any text, graphics, audio and visual information, documents, software, products and services contained or made available to Training Extranet Users in the course of using the Platform.

Damages: liabilities, damages, awards, settlements, losses, claims and expenses, including reasonable attorney’s fees and expenses and costs of investigation.

Initial Term: the initial period during which you are obligated to pay for the Platform.

Intellectual Property: means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

Invoice: denotes the binding agreement between the Company and the User generated by the Training Extranet Enrollment Process which details the User’s training curriculum or schedule of courses and incorporates this Agreement by reference.

Laws: any statutes, regulations, rules or orders of any government, administrative authority or court.

Platform: the on demand Training Extranet System, which includes the Content, systems, software, programs, Internet web pages, data, analyses, screens, manuals and other information of any kind contained, accessed through or pertaining to Company Technology, as well as all updates, enhancements and modifications thereto.  Without limiting the generality of the foregoing, the Platform shall include:  (i) databases of data and analyses, and updates thereto, accessible via the Log-in Credentials (the "Database"); (ii) the format and organization of information contained on the Platform (Information), and the integration of such Information with the Database; (iii) any source code, text, screens, scripts, other computer programs and associated documentation that provide a graphical user interface and system to store, process, retrieve and output information contained in either or both the Database and the Information (the "Programs"); (iv) the format and organization of information output by the Platform; and (v) Internet web page reports, spreadsheets, graphs, charts, documents, text and other materials, whether in printed, electronic or any other form, that contain copies of all or part of the Database or Information, together with any works derived from such materials ("Product Output").

Process Application or Login: the option presented upon Enrolment to the Training Extranet or continued use of the Platform to agree to the current online version of the Agreement, and any modifications thereto the Company may institute from time to time.

Proprietary Information: the Platform and Content, including, without limitation, any modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein.

User: the company, corporation or other entity and the individual whose name appears on the Invoice and or signature line of this Agreement, and any employees, independent contractors, officers, directors, agents, assigns, shareholders, partners, members or other beneficial owners of said entity (collectively referred to as Affiliate) and any employee, independent contractor, officers, directors or beneficial owners of an Affiliate.

By logging in I affirm that I agree to the Terms of Use Agreement.

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