Terms

General User Agreement

1. Introduction:

1.1 Welcome to Logical Operations, a company dedicated to your learning experience. This General User Agreement, together with our Privacy Policy (collectively, the “Agreement”), governs your use of the learning products and services made available to you by Logical Operations Corporation and its affiliates (collectively, the “Service”). The Service consists of online course offerings, learning management systems, online services, software, books, courseware, manuals, and other content in both electronic and print form, virtual labs, instructional activities, slide presentations, data files, videos, audio, media, checklists, assessments, and various other products and services that may be made available from time to time by Logical Operations Corporation and its affiliates (collectively “Logical Operations”) and its third party licensors.

1.2 Your use and/or purchase of the Service constitutes acceptance of the Agreement (hereafter referred to as “Acceptance” of the Service). With your Acceptance you agree that the Agreement is binding and enforceable like any written agreement signed by you. Logical Operations reserves the right, in its discretion, to change all or any part of the Agreement at any time. Such changes shall be effective immediately upon publication of the modified Agreement and your continued use of the Service constitutes your binding acceptance of these changes.

2. Grant of License:

2.1 Purchase and/or use of the Service where another party has purchased the Service for you grants you a non-exclusive right to use, and if you are the purchaser, to provide the Service for one individual user (which may be you or another individual) per Service item or unit purchased or licensed. Other than as provided in the previous sentence, or otherwise with respect to distributors who have been authorized by Logical Operations to sell the Service to customers, this right shall not be transferrable. For the removal of any doubt:

1. As a user of the Service, you may not transfer or sell the Service to another individual.
2. As a purchaser of the Service, once the Service has been provided and/or made available to an individual, that Service shall count as a purchase and cannot be resold and/or transferred and/or reused.
3. Use of the Service requires that each individual being taught with or using or viewing or having been provided any portion of the Service count as a discrete user. In the case where the Service is being used to deliver a training class and any portion of the Service is used (such as, by way of example and not limitation, a slide presentation, data files, a virtual lab, and/or online display of any portion of the Service), then student courseware must be purchased for each individual attending the training class regardless of whether or not the individuals in the training class directly access the Service themselves.

2.2 By way of example and not limitation, here are illustrative examples of prohibited uses of the Service and license:

1. Use of an instructor’s edition to teach a class without having purchased student courseware for each student attending the class.
2. Use of a virtual lab to teach a class without having purchased student courseware for each student using the lab.
3. Use of data files and/or instructional activities to teach a class without having purchased student courseware for each student using and/or viewing the data and/or instructional activities.
4. Reselling or reusing used courseware.
5. Furnishing a print book to one student and the associated electronic book to another.

2.3 Any prohibited use of the Service is a material breach by you of this Agreement, unless you are given the express prior written consent of Logical Operations to do so, and then, any such permission shall apply only within the scope of permission granted and for that singular instance. No waiver, failure to insist on strict performance, or any other inaction by Logical Operations with respect to any breach of any provision of this Agreement by you shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and, for removal of doubt, no waiver of any kind shall be effective unless such waiver is stated with specificity, in writing, and signed by an authorized representative of Logical Operations.

2.4 Certain aspects of the Service may require fulfillment by a third party (e.g., if you purchase a voucher from Logical Operations for a course to be delivered by a third party), in which case, additional terms may apply as published by the third-party provider. Logical Operations shall not be liable for the acts or omissions of any such third-party provider.

3. Use of the Service:

3.1 No copying, modifying, reproduction, creating derivative works, reverse engineering, decompiling, disassembling, or publication of the Service is permitted without the express prior written permission of Logical Operations. You agree to use all reasonable efforts consistent with industry standards to block access to the Service except to authorized users. Prior to providing access to users, purchasers shall either provide a copy of this Agreement or direct users to a web address where they can access this Agreement. You agree to use best efforts to ensure that users comply with this Agreement, and you must terminate immediately the access of any user known by you to have breached this Agreement.

3.2 You must maintain, display, and not obscure all copyright and other notices contained in the Service.

3.3 You may not upload to, or distribute or otherwise publish through the Service, any material which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening, or otherwise objectionable to Logical Operations in its sole and absolute discretion, (b) contains viruses, malware, spyware, or other contaminating or destructive features, (c) violates the rights of others, such as by infringing any copyright, trademark, patent, or trade secret or violating any right of privacy or publicity, (d) otherwise violates any applicable law, or (e) contains advertising or solicitation of any kind.

3.4 Logical Operations does not, and cannot, review material submitted to the Service by users (“Users’ Content”) and is not responsible for such Users’ Content and cannot vouch for the accuracy and/or reliability of Users’ Content. However, Logical Operations reserves the right to cancel your access to these areas and/or delete, move, modify, or edit any Users’ Content, including messages posted in any forum, that it may determine, in its sole discretion, violates this Agreement. You are and shall remain solely responsible for all Users’ Content posted by you or by any other person using your account.

3.5 You shall be responsible for obtaining communication services, computer equipment and other products or services necessary to access and use the Service as well as all associated charges.

4. Service and System Availability:

Logical Operations uses reasonable efforts to maximize system availability. Logical Operations shall make a reasonable effort to correct any technical difficulties which may arise with the Service; however, Logical Operations is not responsible for any Service down time. Logical Operations is not responsible for any technical difficulties resulting from internet access, computer hardware, or software.

5. Indemnity:

You hereby agree to indemnify, defend and hold Logical Operations, and all of its officers, directors, employees, owners, agents, information providers, affiliates and licensors (collectively, “Representatives”) harmless from and against any and all liability, losses, costs and expenses (including court costs and attorneys’ fees) incurred by Logical Operations or any Representative in connection with any claim arising out of (a) your or your users’ violation of this Agreement, state or federal laws or regulations, or any third party’s rights, including but not  limited to infringement of any copyright, violation of any proprietary right or invasion of any privacy rights; and (b) any use or alleged use of your account(s) or password(s) by any person, whether or not authorized by you. This Section 6 will survive the termination of the Agreement. Logical Operations reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to use all reasonable efforts to cooperate with Logical Operations’ defense of such claim.

6. Term; Termination of Service; Fees; Refunds:

6.1 This Agreement becomes effective upon your Acceptance of the Service as described in paragraph 1.2 above and, unless earlier terminated as described below, shall continue for the duration of the term selected at the time of Acceptance.

6.2 Logical Operations reserves the right, in its sole discretion, to change, restrict, suspend or terminate access to all or any part of the Service at any time, for any reason, without prior notice or liability. Depending on the nature of the termination you may be entitled to a refund after deduction of any applicable restocking fees. Please review Logical Operations’ Returns/Refunds Policy for details.

6.3 Returns are subject to Logical Operations’ current return policy.

7. Disclaimer of Warrantees; Limitation of Liability:

7.1 THE SERVICE AND THE CONTENT ARE DISTRIBUTED ON AN “AS IS, AS AVAILABLE” BASIS. NEITHER LOGICAL OPERATIONS NOR ANY OF ITS THIRD-PARTY CONTENT PROVIDERS OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE, ANY CONTENT OR ANY PRODUCTS OR SERVICES SOLD THROUGH THE SERVICE. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE AND THE ACCURACY OR COMPLETENESS OF THE CONTENT IS ASSUMED SOLELY BY YOU. NEITHER LOGICAL OPERATIONS NOR ANY THIRD-PARTY CONTENT PROVIDER OR THEIR RESPECTIVE AGENTS WARRANTS THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES LOGICAL OPERATIONS, ANY THIRD-PARTY CONTENT PROVIDER, OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE OR THE CONTENT.

7.2 NEITHER LOGICAL OPERATIONS, ANY THIRD PARTY CONTENT PROVIDER, NOR THEIR RESPECTIVE AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF LOGICAL OPERATIONS OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL LOGICAL OPERATIONS BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN ANY THIRD-PARTY SERVICES OR THIRD-PARTY WEBSITES.  IN NO EVENT DOES LOGICAL OPERATIONS ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN YOU ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SYSTEM OR SERVICES.

7.3 IN NO EVENT SHALL LOGICAL OPERATIONS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO LOGICAL OPERATIONS PURSUANT TO THIS AGREEMENT BY YOU IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.4 THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LOGICAL OPERATIONS AND YOU. LOGICAL OPERATIONS WOULD NOT BE ABLE TO HAVE PROVIDED THE SYSTEM OR THE SERVICES WITHOUT SUCH  LIMITATIONS.

7.5 SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF LOGICAL OPERATIONS, THIRD PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

7.6 THIS SECTION 7 WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

8. Third-Party Rights:

The provisions of paragraphs 3, 5, 6, 7, 8, 9, and 10 are for the benefit of Logical Operations, third party Content providers, and its and their respective employees, agents and contractors. Each such party will have the right to enforce such provisions directly on its own behalf.

9. Audit Rights:

Purchasers shall keep accurate and complete records of all access and use of the Service. Upon Logical Operations’ request, a purchaser shall provide Logical Operations with a report detailing all access to the Service within thirty (30) days of such request, in a format and containing such information as Logical Operations may reasonably request. Additionally, and without limitation of the foregoing, until the date that is twelve (12) months from the termination date of this Agreement, Logical Operations shall have the right to audit those portions of a purchaser’s books and records that relate to the purchaser’s compliance with this Agreement upon reasonable prior notice and during normal business hours, but no more than two (2) times per calendar year. In any event, purchaser shall cooperate fully with Logical Operations with respect to all reasonable requests of Logical Operations relating to the foregoing access and inspection rights, and to promptly pay any unpaid sums due under this Agreement which are identified from any such access or inspection.

10. Miscellaneous:

This Agreement shall be construed in accordance with the laws of the State of New York, and the parties irrevocably consent to bring any action to enforce this Agreement in the federal or state courts located in Monroe County, New York. In the event of any lawsuit or proceeding by Logical Operations to collect unpaid sums due under this Agreement, should Logical Operations prevail, it shall additionally be entitled to payment of all reasonable fees and costs (including reasonable attorney fees) incurred by the prevailing party in connection with such collection efforts, including without limitation, the costs and expenses of the lawsuit or proceeding. No one-time waiver by Logical Operations shall be deemed a permanent exception by Logical Operations of any preceding or subsequent breach or default. If any term, condition or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law. The provisions of Sections 3, 5, 6, 7, 8, 9, and 10 shall survive any termination of this Agreement, as well as any other provisions which by their terms or sense are intended to survive. ANY CLAIM BY YOU RELATED TO THIS AGREEMENT OR THE SERVICE MUST BE BROUGHT WITHIN ONE YEAR FROM THE DATE WHEN THE CLAIM FIRST AROSE. IF IT IS NOT, THEN THAT CLAIM IS PERMANENTLY BARRED; THIS LIMITATION APPLIES TO YOU AND YOUR SUCCESSORS AND PERMITTED ASSIGNS.