1.2 YOUR PARTICIPATION IN THE SERVICE IS CONDITIONED UPON YOUR ACCEPTANCE OF THIS AGREEMENT. PLEASE CAREFULLY READ THIS AGREEMENT AND INDICATE YOUR ACCEPTANCE BY THE COMPLETION OF A PURCHASE, AND/OR BY USING ANY SERVICE, DOWNLOADING ANY OF OUR PRODUCTS, OR BY PURCHASING ANY OF OUR PRODUCTS OR SERVICES (HEREAFTER REFERRED TO AS YOUR “ACCEPTANCE” OF THE SERVICE). YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. Logical Operations reserves the right, in its discretion, to change all or any part of this Agreement at any time. Such changes shall be effective immediately upon publication of the modified Agreement on the Service. Your continued use of the Service following any changes constitutes your binding acceptance of these terms and conditions including any such changes.
1.3 The Service includes both subscription-based offerings (“Subscriptions”) and non-subscription-based offerings ordered from Logical Operations through an online order request (“Service Orders”). This Agreement governs both types of transactions.
1.4 Users of the Service may include businesses comprised of multiple users (e.g., training centers, business units, etc.) or individual users (e.g., students, employees, agents, etc.), and the terms of this Agreement set forth the provisions applicable to all types of users. Individual users of the Service are hereafter sometimes referred to as “End-Users” and entities offering the Service to multiple users are hereafter sometimes referred to as “Distributors.”
1.5 If at any time any part of this Agreement is no longer acceptable to you, you should immediately terminate your use of the Service.
1.6 This Agreement is the entire agreement relating to its subject matter between you and Logical Operations, and it supersedes any prior proposal, representation or understanding between the parties, unless you and Logical Operations previously have entered into a written and signed contract, in which case, such written contract will govern the terms of your use of the Service.
2. Grant of License; Orders; Service Orders; Subscriptions:
2.1 End Users. If you are an End-User purchasing a Subscription, Logical Operations grants you, as a registered subscriber, the non-exclusive, non-transferable, limited, revocable right to use the Service for which you have subscribed, and the information, software, photographs, audio and video clips, graphics and other material contained within that Service (collectively, the “Content”), solely for your own individual, non-commercial use. If you have subscribed for electronic access to a product, you may only use that product on one personal computer or other device capable of displaying the Content, and you may not store electronically any portion of any Content, except as may be temporarily stored by your web browser in its ordinary operation. If you have subscribed for access to a product in printable form, you may print one copy of the product for your personal use. No other copying, storage, redistribution or publication of any Content is permitted without the express prior written permission of Logical Operations. You may not share your access to the Service with others without the prior written permission of Logical Operations. The Content is being licensed to you, not sold.
2.2 Distributors. If you are a Distributor purchasing Subscription access, Logical Operations grants you the non-exclusive, non-transferable, limited, revocable right to provide the Service subject to the purchased Subscription, and the Content within that Service, to authorized End-Users, who have received a valid access key or identification (“ID”) key from you as described in paragraph 6 below, either directly, or via other Distributors. The Content is licensed, not sold. If you have subscribed for electronic access to a product, you may only use that product (or permit use by authorized End-Users of the product) to the extent of the purchased Subscription, and you and your End-Users may not store electronically any portion of any Content, except as may be temporarily stored by a web browser in its ordinary operation. If you have subscribed for access to a product in printable form, you, together with your authorized End-Users, may print only the aggregate number of copies of the product for which you as the Distributor have subscribed. No other copying, storage, redistribution or publication of any Content is permitted without the express prior written permission of Logical Operations. You agree to use reasonable efforts consistent with industry standards (e.g., secure web sites and/or server systems) to block access to the Content, except to authorized End-Users. Prior to providing access to the Content to End-Users you will advise them of this Agreement and either will provide a copy of this Agreement or direct End-Users to a web address where they can access this Agreement. You agree to use best efforts to ensure that your End-Users comply with this Agreement, and you must terminate immediately the access of any End-User known by you to have breached this Agreement.
2.3 End-Users and Distributors purchasing pre-printed books may not make any copies of the books, and use of the books must otherwise comply with copyright laws.
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.
2.5 End-Users and Distributors interested in renting learning equipment, reserving time in a Logical Operations virtual learning workshop or lab, receiving online or in-person training, or purchasing other non-subscription-based Services, may submit a Service Order request via Logical Operations’ online request process. Upon receipt, Logical Operations will review the request and a Logical Operations representative will contact the user to discuss options for the requested Service. If the user selects an option Logical Operations will deliver a Statement of Work to the user describing the Service and terms of payment. To become effective the Statement of Work must be signed and returned by the user to Logical Operations.
3. Use of Service Content:
3.1 You acknowledge that the Service and all Content are protected by copyright, trademark or other proprietary rights of Logical Operations, its affiliates, or third party licensors. You agree to comply with any additional copyright notices, information, or restrictions published on the Service and applicable to any Content available on or accessed through the Service.
3.2 You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit, any of the Content, in whole or in part, except as expressly permitted in this Agreement. Content consisting of or containing downloadable software may not be reverse engineered unless specifically authorized by its proprietor.
3.3 You must maintain all copyright and other notices contained in the Content.
3.4 You grant to Logical Operations the right to edit, copy, publish, distribute, translate and otherwise use any Content that you place on the Service, in any medium. You represent and warrant that you are authorized to grant all rights set forth in the preceding sentence.
4. Service Rules of Conduct:
You may use the student forum feature of the Service for lawful purposes only. 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 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, or (d) otherwise violates any applicable law. You may not use the Service for any commercial purpose, including advertising or solicitation of funds or goods and services, except that Distributors may distribute the Service to End-Users as contemplated by the license grant above. In addition, you may not use the Service to solicit subscribers to join other online information services that are competitive with the Service.
5. User Content:
5.1 Logical Operations does not and cannot review material submitted to the Service by users (“Users' Content”) and is not responsible for such 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. Each Distributor shall be responsible for all User Content posted by its End-Users.
5.2 Logical Operations does not represent or endorse the accuracy or reliability of any Users' Content displayed, uploaded, posted on any message board, or otherwise distributed through the Service. Logical Operations expressly disclaims any liability related to Users' Content, and you acknowledge that any reliance by you upon such User Content shall be at your sole risk.
6. Subscriber Qualifications:
6.1 As part of the registration process, End-Users or their Distributors will either be given an access key or a user ID and password. End-Users given an access key will select a password and fill in certain information about themselves. End-Users must provide accurate, complete, and current registration information and they agree to provide Logical Operations with any updates to that information promptly after such changes occur.
6.2 End-Users may not share their access key, user id or password with anyone. Distributors shall only provide an access key or user ID to an authorized End-User, and may not reassign an End-User access key or user ID to another authorized End-User.
6.3 End-User Subscriptions to the Service are available only to persons who are at least 13 years of age.
6.4 Each End-User is responsible for all use of the End-User’s account under any password by any person, whether or not authorized by the End-User, and for ensuring that all use of the End-User’s account complies with this Agreement. Distributors are similarly responsible for all use of Distributor’s accounts by both authorized and unauthorized End-Users.
6.5 You shall be responsible for obtaining communication services, computer equipment and other products or services necessary to access and use the Service. You shall be responsible for all charges associated with accessing and maintaining a connection to the Service including, but not limited to, charges imposed by an Internet service provider, or your local telephone company. End-Users obtaining the Service through a Distributor may have the opportunity to receive these products and services from the Distributor on terms separately agreed to by those parties independent of this Agreement.
8. 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 the World Wide Web, internet access, computer hardware or software.
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 attorneys' fees) incurred by Logical Operations or any Representative in connection with any claim arising out of (a) any use or alleged use of your account(s) or password(s) by any person, whether or not authorized by you, and (b) your violation of this 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 cooperate with Logical Operations' defense of such claim.
10. Term; Termination of Service; Fees; Refunds:
10.1 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.
10.2 Logical Operations reserves the right, in its sole discretion, to restrict, suspend or terminate your 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.
10.3 Logical Operations may change, suspend or discontinue all or any aspect of the Service at any time, including the availability of any Service feature, database, or Content, without prior notice or liability.
10.4 Any product returned to Logical Operations without prior authorization (RMA #), or official RMA documentation (one RMA per order) as noted will be refused and returned to sender. All customers have 90 days to return product. Only returns over $20 will be processed. RMA credit memos are issued when the books received, processed and approved by Logical Operations. The return shipment must be packed properly to eliminate unnecessary damage. All returned materials are inspected and credit may be refused for any materials that are not in an acceptable condition. For electronic products, once the product has been checked for redemption and de-activated, a credit memo with be generated. InstructorAssist seats are not eligible for RMAs.
10.5 Products returned to Logical Operations must meet all the following criteria before receiving credit:
Products must be in its original condition with no stickers applied or visible markings, purchased within 90 days, must be returned within 30 days of obtaining an RMA (customer is responsible for return shipping of the physical product and packaging product properly to eliminate unnecessary damage), RMA form must be included inside the box with the RMA # clearly written on the outside of the box (there is a 20% restocking fee for approved returns; 10% for electronic products). If for any reason the product returned to Logical Operations does not meet all of the conditions stated above, the product will not be credited.
10.6 Items that are not deemed returnable include: Electronically fulfilled (Logical Operations-published products), Electronically-fulfilled (non-Logical Operations-published products), custom print orders, custom logos, CD/DVD, promotional purchases, Cisco Authorized Curriculum, EC-Council Authorized Products with exam vouchers, EC-Council exam vouchers, Certiport, Blackberry Enterprise Mobility Authorized Courseware, TLR, Learning Tree, Quint, Marketplace products, Stony Point, Ascent, CWNP, CompTIA Official Kits with and without voucher, MedCerts, MindMarker, and Tech2000. Logical Operations reserves the right to update this list throughout the year, as necessary.
10.7 Any order called or emailed into Customer Service is eligible for a $14 service fee. This will apply to all customers, regardless of financial or discount status. Exceptions to this service fee include customers who require Duties and Taxes added to their order, quality replacement orders, Instructor Assist, products that are phone order only, and by discretion of Logical Operations.
10.8 Payment for InstructorAssist class seat(s) is due via credit card, upon registration. InstructorAssist class cancellation requests made 11 business days or more prior to the registered class date will be granted a 100% refund. Cancellation requests made 10 business days or less will be subject to the full cost of the seat. Courseware and lab access (where applicable) must be purchased separately (and is not included within the InstructorAssist fee).
10.9 Logical Operations shipping rate increase is reflective of carrier increases made as of 1/5/15 to the public. As part of shipping carrier’s standard practice, a $12 address change fee is charged for any incorrect ship to address. Logical Operations has the right to forward this fee to the customer on the original sales order.
10.10 Logical Operations is committed to controlling its environmental footprint; therefore after 4/1/15, an Environmental charge will be implemented to cover the cost of generating paper invoices. To avoid this charge, paperless invoices will be available within a self-fulfillment portal that will be tentatively released 3/1/15.
10.11 An Administrative charge totaling 3% of total order (minimum of $5) will be applied to any invoices that are paid with a credit card after the time of transaction. All invoice discrepancies need to be addressed in writing within 30 days. All invoices after 30 days are considered final.
10.12 Additional charges may be incurred for the following: late payment, resumed account services previously suspended for non-payment returned check. For assistance with your bill, please contact email@example.com.
11. Disclaimer of Warrantees; Limitation of Liability:
11.1 THE SERVICE AND THE CONTENT ARE DISTRIBUTED ON AN “AS IS, AS AVAILABLE” BASIS. NONE OF LOGICAL OPERATIONS, 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 PROVIDER OF THIRD PARTY CONTENT 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.
11.2 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, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 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.
11.4 Any quality issue that is reported needs to be submitted in writing, by the customer, to Logical Operations at firstname.lastname@example.org. Quality issues will be reviewed internally and reported within 48 hours.
12. Third Party Rights:
The provisions of paragraphs 3, 4, 9, 10, 11 and 14 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.
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. Distributors shall keep accurate and complete records of all access to the Content. Upon Logical Operations’ request a Distributor shall provide Logical Operations with a report detailing all access to the Content, in a format and containing such information as Logical Operations may reasonably request. Until the date that is twelve months from the termination date of this Agreement, Logical Operations shall have the right to audit those portions of a Distributor’s books and records that relate to the Distributor’s compliance with this Agreement upon reasonable prior notice and during normal business hours. 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, 4, 6, 7, 9, 10, 11, 12, 13 and 14 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 APPLIES TO YOU AND YOUR SUCCESSORS.