Learning management system (LMS) service users agreement - Coggno.com

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SERVICE USER AGREEMENT AND TERMS OF USE

 

1.1 This Service User Agreement and Terms of Use constitutes the agreement between Coggno Inc. ("Coggno") and you as a user who accesses or establishes a connection ("user," "you," or "your") to the internet site located at www.coggno.com or any services provided in connection with the site (collectively the "Service"), which are owned and controlled by Coggno. If you have registered for or on behalf of an entity, you are deemed to have accepted this Agreement on behalf of that entity. YOU AGREE THAT BY USING THE SERVICE YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.

 

1.2 You agree to abide by all of the provisions in this Agreement in order to remain an authorized user of the Service, and your use of the Service constitutes your agreement to abide by these provisions. You are solely responsible for your use of the Service, for all use of the Service made by others using your user name and password, and for ensuring that such use complies fully with the provisions of this Agreement. 

1.3 Coggno respects your privacy and permits you to control the treatment of your personal information. A complete statement of Company's current privacy policy can be found by clicking here. Company's privacy policy is expressly incorporated into this Agreement by this reference.

1.4 Coggno reserves the right, in its sole discretion, to change any or all of the provisions of this Agreement at any time. Coggno will notify users of any changes by posting them on the Service or through other reasonable means of providing notice. Any changes to this Agreement will be effective immediately upon notice to you. Your use of the Service after notice of changes to this Agreement have been made will be deemed your acceptance of the changes. 

1.5 Course purchases are non-refundable. In special cases, and only those due to technical difficulties, refund requests will be considered. Coggno will review the technical issues and determine the outcome of the refund request on a case by case basis. 

1.6 Course Purchases and Content Creators. In order to provide a high level of satisfaction, each course refund request that is made is individually and personally investigated and addressed by a member of our staff. While Coggno will strive to request your input on each course purchase refund request; Coggno reserves the right, in its sole discretion, to determine the ultimate outcome of each refund request, and issue refunds out of account balances. In order to maintain this high level of customer satisfaction, Coggno does not refund "Coggno Fees" on refunded course purchases. 

1.7 Coggno reserves the right, in its sole discretion, to change, limit, or discontinue any aspect, content, or feature of the Service, as well as any aspect pertaining to the use of the Service. Coggno further reserves the right, in its sole discretion, to restrict the use of the Service as well as suspend or revoke your rights to use the Service based on Coggno's belief that your use of the Service violates that permitted by this Agreement or applicable law.

1.8 IF YOU DO NOT AGREE TO THE PROVISION OF THIS AGREEMENT OR ARE NOT SATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE OF THE SERVICE. Regardless of Your billing cycle, there are no refunds or credits for partial months of Service, plan downgrades, or refunds for unused time if you close Your account before the end of Your subscription period. No exceptions will be made in order to treat everyone equally and keep Our administrative costs low for the ultimate benefit of Our customer base. Downgrading Your plan level may cause the loss of content, features, or capacity of Your account and Coggno does not accept any liability for such loss.

2. Rights in Coggno Service 

2.1 The Service is protected by copyright, patent, trademark, and other applicable intellectual property and proprietary rights laws and is owned, controlled, and/or licensed by Coggno. The Coggno logo is a trademark of Coggno Inc. and its parent or subsidiaries. All other trademarks appearing on the Service are the property of their respective owners. 

 2.2 Coggno hereby grants to you for the term of this Agreement a worldwide, revocable, nonexclusive license to use the Service solely for your personal, organizational, or internal use only. You will make no other use of the content without the express written permission of Coggno, the copyright owner or its authorized agent. You will not modify, publish, distribute, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part, found on the Service that was not expressly created by yourself or someone in your organization with your permission. You also will not "frame" any of the content on the Service or the Service itself without the express written permission of Coggno and the copyright owner or its authorized agent. You agree that you do not acquire any ownership rights in the Service or in any downloaded content. Your further agree that all rights in the Service and any of the content found on the Service not granted to you under this Agreement are expressly reserved to Coggno and/or its licensors. 

3. User Activities and User Content on the Service 

3.1 You will use the Service and any content, material, or information found on the Service solely for lawful purposes. You shall not upload to, distribute to, or otherwise disseminate through the Service any material or information of any kind that is libelous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any rights of any other person or entity, or contains a solicitation of funds, advertising, or a solicitation for goods or services. 

3.2 Coggno does not claim ownership of the content you publish on the Site. After publishing content on the Site, you (or a third party who permitted you to publish their content on the Site) continue to retain all ownership to the content, subject to the license terms described herein, and you continue to have the right to use the content in any way you choose.

3.3 You grant Coggno a license to use the materials you post to the Service. By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content (User Content) to the Service, you are granting Coggno, its affiliates, officers, directors, employees, consultants, agents, and representatives a license to use User Content in connection with the operation of the Internet business of Coggno, including without limitation, a right to copy, distribute, license, transmit, reproduce, and reformat User Content. You agree that Coggno may publish or otherwise disclose your company name in connection with becoming a customer.   

3.4 You warrant that any material or information that you make available through the Service, including, for example, any exam or assessment questions, documents, remediation or related content, is solely your original work, or that you have all necessary rights to make the material or information of any other person or entity available on the Service. You will be solely responsible for the content of any material or information that you make available through the Service. You will also be liable for any damage resulting from your making any material or information available through the Service. 
 
3.5 Coggno has no obligation to, and does not and cannot, review every item of material or information that you and users other than yourself make available through the Service, and Coggno is not responsible for any content of this material or information. However, Coggno reserves the right to delete, move, or edit any material or information that it deems, in its sole discretion, unacceptable, libelous, defamatory, obscene, pornographic, abusive, or otherwise in violation of any law or that infringes or violates any rights of any other person or entity. Further, Coggno reserves the right at all times to disclose any material or information as necessary to satisfy any law, regulation, or governmental request. 

4. Disclaimer of Warranties & Limitation of Liability 

4.1 You expressly agree that use of the Service and the Coggno Software (as defined below) is at your sole risk. Neither Coggno nor any of its parents, subsidiaries, affiliates, employees, agents, distributors, third party content providers, or licensors (and their respective directors, officers, employees, and agents) warrant that the Service or the Coggno Software will be uninterrupted or error free or that they will be free of viruses or other harmful components nor do they make any warranty as to the results that may be obtained from the use of the Service or the Coggno Software, or as to the accuracy, reliability, completeness, or contents of any content, information, material, postings, or posting responses found on the Service or the Coggno Software, any merchandise or services provided through the Service or the Coggno Software, or any links to other sites or services made available on the Service or the Coggno Software. 

4.2 THE SERVICE, ALL CONTENT, MATERIAL, INFORMATION, POSTINGS, OR POSTING RESPONSES FOUND ON THE SERVICE, AND THE COGGNO SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

4.3 Notwithstanding anything in this Agreement to the contrary, under no circumstances, including, but not limited to, negligence, shall Coggno or any of its parents, subsidiaries, related companies, affiliates, assignees, successors-in-interest, employees, agents, distributors, third party content providers, partners, licensees, licensors, or sponsors or any of their respective directors, officers, employees, agents and independent contractors (individually and collectively, the "COGGNO entities") be liable for any direct, indirect, incidental, special or consequential damages, losses or expenses arising out of or relating to the use of, the misuse of, or the inability to use, any content, information, material, postings, posting responses, modules, features, links or other elements on or of the System or the Coggno Software or any failure of performance, error, omission, interruption, inconvenience, unauthorized access, defect, incorrect sequencing, delay in operation or transmission, virus, configuration or compatibility problem, or line or system failure. These limitations apply regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility of such damages, losses or expenses. You specifically acknowledge and agree that none of the COGGNO Entities is or will be liable for any defamatory, offensive or illegal conduct of any user. In no event shall the aggregate, total liability of the COGGNO Entities exceed the amount of the Hosting Fees paid by you to Coggno during the twelve (12) months prior to any claim of injury or damage. 

5. Non- Circumvention 

User agrees to be legally bound, and irrevocably agrees not to circumvent, avoid, bypass or obviate Coggno, directly or indirectly, to secure business from clients first introduced to the User by Coggno, unless first consented to by Coggno in a writing signed by Coggno management.

This agreement shall be binding on the User, its successors and assigns, agents, employees and representatives. User agrees to notify Coggno by express mail prior to any request to deal directly and before reaching any agreement and or contract or terms of any kind in connection with securing business from clients first introduced to User by Coggno. 

The non-circumvention rules and provisions in effect for this transaction are binding for all parties, including employees, representatives, associates, assignees, relatives, designees and third parties for the three year duration of this agreement or for the life of the User, whichever is greater. 

6. Indemnification 

To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless Coggno (and any of its parts, subsidiaries, affiliates, employees, agents, distributors, third party content providers, or licensors (and their respective directors, officers, employees, and agents)) from and against all claims, liability, and expenses, including attorneys' fees and legal fees and costs, arising out of your use of the Service or your breach of any provision of this Agreement. Coggno reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will cooperate as fully as reasonably required in the defense of any claim. 

7. Termination 

Coggno may terminate this Agreement and your use of the Service, or discontinue the Service, at any time for breach of this agreement and/or failure to pay for or renew services as per the licensing agreement. Coggno shall have the right immediately upon notice to you to terminate your use of the Service in the event of any conduct by you which Coggno, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of this Agreement or violation of applicable law. 

7.1 It is incumbent on the content creator/author to delete training from the Market Place listings and cancel the account if they no longer wish to sell training through Coggno. If training content is not deleted/removed, and it continues to be sold, it will be subject to a 50% revenue split, and the account subscription must be brought current in order to withdraw funds.

8. Law Governing Performance and Disputes

This Agreement, your performance under it, and any disputes arising under it shall be governed exclusively by the laws of the United States of America and the State of California, without giving effect to their conflict of laws principles. You expressly consent to the exclusive forum, jurisdiction, and venue of the Courts of the State of California and the United States District Court for the State of California in any and all actions, disputes, or controversies relating to this Agreement

9. Software License 

If you download any software provided by Coggno from the Service (the "Coggno Software"), Coggno grants you a non-exclusive, non-transferable, revocable, license to use the Software solely to establish a connection and access the Service in accordance with the provisions of this Agreement. The Coggno Software and all proprietary rights within the software are the sole and exclusive property of Coggno and/or licensors. This license to use the Coggno Software terminates automatically upon the termination of this Agreement. You may not modify the Coggno Software code, interface, logos or any other properties belonging to Coggno in any manner, nor may you reverse engineer, decompile, translate, disassemble or make any derivative works from the Software

10. General Terms 

This Agreement and any rules posted on the Service by Coggno constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by either Coggno or you of any breach or default under this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement shall be binding upon and inure to the benefit of Coggno and its successors, trustees, and permitted assigns. Coggno may assign this Agreement, or any of its rights or obligations under this Agreement, with or without notice to you. Any such assignment by Coggno does not relieve you of your obligations under this Agreement