(Last Updated: June 27, 2012)
2. MODIFICATIONS TO THIS AGREEMENT
Interface reserves the right, in its sole discretion, to change, modify or otherwise alter this Agreement at any time. You can find the most recent version of the Agreement on the Interface WebSites, with the date of last modification noted above. Such modifications shall become effective immediately upon posting. Therefore, Interface encourages You to check the date of the latest version of the Agreement whenever You visit the Interface Websites to check if it has been updated. You must review this Agreement on a regular basis to keep Yourself apprised of any changes. If You do not agree to the revised Agreement, Your sole recourse is to immediately stop all use of the Interface Websites, Interface Services and all Interface Technology. Your continued use of the Interface Websites, Interface Services and Interface Technology following the posting of modifications will constitute Your acceptance of the revised Agreement.
3. USE RIGHTS AND RESTRICTIONS; YOUR RESPONSIBILITES; THIRD PARTY SITES
3.1 General Use Rights. Users under the age of thirteen (13) are prohibited from using the products and services or the Interface Websites; the Interface Websites are intended for users 18 years or older who have the legal capacity to enter into enforceable contracts. Subject to the terms of this Agreement, Interface shall provide You with access to a variety of products and services on the Interface Websites, which may include but are not limited to, the Interface Services, various communication tools, email-based discussion groups, forums, videos (promotional, training, and any others), documents, news, press releases, industry articles, blogs, podcasts, webcasts and web-based live training. Such products and services may be eliminated, changed or upgraded by Interface from time to time without notice to you. Any modifications to current products and services, including without limitation any new features that augment or enhance the current products or services, shall be subject to this Agreement.
3.2 Restricted Use Rights; Registration Policy. In order to use certain products and services on the Interface Websites, including the Interface Services, you will be required to register with Interface. Subject to the terms of this Agreement and your payment of all applicable fees, Interface grants to You during the Subscription Term the non-transferable, non-exclusive right to use the Interface Services (and any Interface Materials provided to You), solely for Your own internal business operations and solely for the number of Named Users for which You are authorized. Your Subscription Term and the number of Named Users are as defined at the time of Your purchase from Interface. In consideration of your use of these products and services, you agree to ensure that each Named User: (a) provide true, accurate, current and complete information as prompted by the registration sign-up pages (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for maintaining confidentiality of your and your Named Users’ personal information, including without limitation user names and passwords (if issued). You shall be responsible for all use of the Interface Websites under your Named Users’ user names and passwords. You further agree to (a) immediately notify Interface of any unauthorized use of any of your Named Users’ passwords or accounts or any other breach of security, and (b) ensure that your Named Users exit from the account at the end of each session. Interface will not be liable for any loss or damage arising from Your or Your Named Users failure to comply with any of the foregoing requirements. If You or Your Named Users provide any information that is untrue, inaccurate, not current or incomplete, or Interface has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Interface has the right to suspend or terminate Your Named Users’ accounts and refuse any and all current or future use (or any portion thereof).Your Named Users will each maintain a unique, and be responsible for the confidentiality and use of this unique, user name and password. Interface will act as though any electronic communications it receives under any of Your Named Users’ passwords and user names has been sent by You. You agree that Interface may provide any and all notices, statements, and other communications to You through either e-mail to the e-mail addresses provided in the Registration Data or posting on the Interface Services. You agree not to access the Interface Services by any means other than through the user interfaces that are provided by Interface. You are solely responsible for any use of the Interface Websites by You, Your Named Users, or any other person or entity that You permit to access or otherwise use the products or services or the Interface Websites.
3.3 Restrictions and Other Obligations. The rights granted to You in this Agreement are subject to the following restrictions: (i) You shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit or make the Interface Service or the Interface Materials available to any third party; (ii) You shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Interface Service or Interface Materials, or access or use the Interface Service or Interface Materials in order to build a similar or competitive product or service; (iii) no part of the Interface Service or Interface Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (iv) You shall not attempt to harm, disrupt or otherwise engage in activity that diminishes the Interface Websites, computer systems, networks or the Interface Services or interfere with anyone else’s use of the Interface Websites or Interface Service; (v) You acknowledge and agree that Interface shall own all right, title and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the Interface Websites, Interface Service, the Interface Materials, and any suggestions, enhancement requests, feedback, recommendations or other information provided by You relating to the Interface Websites, Interface Service or the Interface Materials and (vi) You shall not, without Interface’s prior written consent, publically display any Interface Materials, including without limitation any training videos, and acknowledge that you may not allow individuals other than authorized Named Users authorized to watch any such videos. You agree to comply with all of the terms and conditions of this Agreement and comply with any and all laws applicable to Your use of the Interface Websites and products and services offered on the Interface Websites. You shall cooperate with Interface’s investigation of service outages, security issues or any suspected breach of the terms and conditions of this Agreement.
4. SUBSCRIPTION FEES; PAYMENT
4.1 Fees. The fees for the Interface Services are available at http://videotraining.interfacett.com and are payable in advance for the course or, for certain products, monthly or six month access periods. All fees are irrevocable and non-refundable. Interface reserves the right to change the fees and to institute new charges at any time, upon thirty (30) days prior notice to You (which may be sent by email to the address You provided in Your Registration Data). Late payments shall be subject to a service charge of one and a half percent (1.5 %) per month, or the maximum charge permitted by law, whichever is less.
4.2 Non-Payment. Interface reserves the right to suspend Your access and/or use of the Interface Services for which any payment is overdue. You agree that Interface shall not be liable to You nor to any third party for any suspension of the Interface Services resulting from Your non-payment of fees. Upon payment in full of all amounts overdue (including any interest owed), You may request the reactivation of Your Named Users’ accounts. Interface shall promptly reactivate these accounts, provided that (a) Interface has not already terminated this Agreement pursuant to Section 7; and (2) You have paid Interface in advance all applicable reactivation fees. Interface will not terminate an Agreement for non-payment until thirty (30) days after having suspending access and/or use of the Interface Services.
5. INTELLECTUAL PROPERTY RIGHTS; YOUR CONTENT; CONFIDENTIALITY; Copyright Infringement Notification Process
5.1 Intellectual Property Rights. The products and services offered on the Interface Websites, as well as their selection and arrangement, are protected by intellectual property rights, and any unauthorized use of the Interface Websites, the products or services may violate such Intellectual Property Rights laws and this Agreement. Interface and its licensors own all right, title and interest to the Intellectual Property Rights of the products and services offered on the Interface Websites. This Agreement does not convey or transfer any ownership rights to You. The trademarks, logos and service marks displayed on the Interface Websites are the property of Interface or other third parties, including without limitation Cisco Systems, Inc. and Microsoft Corporation. You are not permitted to use these marks without the prior written consent of Interface or such third party that may own the marks. You may not remove or obscure any copyright notice or other proprietary notices contained on the Interface Websites or any products or services retrieved through the Interface Websites, including all videos and training materials.
5.2 Your Content. You may be allowed or required to submit to Interface or the Interface Service may collect Your Content. As between You and Interface, You shall remain the sole owner of and solely responsible for Your Content. Interface does not claim ownership of any of Your Content, but by submitting Your Content, you hereby grant Interface a nonexclusive, worldwide, royalty-free, fully paid up, irrevocable, perpetual right and license to link to, reproduce, distribute, adapt, promote, display, and sublicense Your Content, including without limitation using Your Content in marketing materials for Interface. Interface reserves the right to remove any of Your Content at any time, with no obligation to notify you of the removal. Publication of any of Your Content is at the sole discretion of Interface. You hereby certify that You own all Your Content, or otherwise have the right to freely redistribute Your Content without limitation, and that submitting Your Content will not violate or infringe upon the rights of any third party, including but not limited to, any Intellectual Property Rights, right of publicity or other proprietary rights. You certify that Your Content contains no elements and produce no results that are defamatory, obscene, or in violation of any law. You further certify that Your Content contains no harmful or destructive content or output, including but not limited to any viruses, worms, and Trojan horses. Interface assumes no liability with respect to disputes over Your Content ownership, copyright, or trademarks. In the event that Interface is notified by a rightful owner that an infringement of ownership, copyright, or trademark has occurred, Interface will remove Your Content in question in a timely manner, with no obligation to notify You of the removal.
5.3 Transmission of Your Content. “Your Content” means registration information, business and financial information, electronic transmissions and all other data of any kind contained within e-mails or otherwise submitted by You or entered electronically in the course of Your use of the Interface Websites and Interface Services. You understand that the technical processing and transmission of Your Content (including possibly transmission of Your Content outside its country of origin) may be necessary to Your use of the products and services offered on the Interface Websites, including the Interface Services, and consent to Interface’s interception and storage of Your Content. You understand that You or Interface may be transmitting Your Content over the Internet, and over various networks, only part of which may be owned and/or operated by Interface. You agree that Interface is not responsible for any portions of Your Content that are lost, altered, intercepted or stored without authorization during the transmission of Your Content across networks not owned and/or operated by Interface.
5.4 Confidential Information. “Confidential Information” means all information and services offered on restricted parts of the Interface Websites, including without limitation all Interface training materials and videos. You agree: (a) to receive and maintain in confidence all Confidential Information disclosed to You by Interface; (b) not to use the Confidential Information except to the extent necessary to perform Your obligations or exercise Your rights hereunder; (c) to limit the internal dissemination of Confidential Information to those officers and employees, if any, of You who have a need to know and an obligation to protect it; and (d) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of Your own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information). This Section 5.4 will not be construed to prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority. The parties agree to give the other party prompt notice of the receipt of any subpoena or other similar request for such disclosure.
5.5 Copyright Infringement Notification Process. Interface abides by the Federal Digital Millennium Copyright Act (“DMCA”). If You believe that any content included on the Interface Websites is Your proprietary work and has been copied in a way that constitutes an infringement of Your copyrights in that work, please immediately notify Interface of any such copyright or other Intellectual Property Rights infringement. Similarly, if You believe that Your Content has been inappropriately removed, You may send a counter-notification. In either case,Your written notice should be sent to our designated agent as follows:
Interface Technical Training
3110 North Central Avenue, Suite 160
Phoenix, AZ 85281
Please also note that under the DMCA, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability. All reports and inquiries will be kept confidential, except to the extent necessary to investigate any alleged violation and enforce the terms and conditions of this Agreement. Before sending either a copyright infringement notification or counter-notification, You may wish to contact a lawyer to better understand Your rights and obligations under the DMCA and other applicable laws. The following notice requirements are intended to comply with Interface’s rights and obligations under the DMCA and do not constitute legal advice. Interface will remove the infringing content, subject to the procedures outlined in the DMCA.
5.5.1 Copyright Infringement Notification. To file a copyright infringement notification with us, You will need to send a written communication that includes substantially the following (please consult Your legal counsel or see Section 512(c)(3) of the Copyright Act to confirm these requirements):
1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material. Providing URLs is the best way to help us locate content quickly.
4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
5.5.2 Counter-Notification. If Your Content has been taken down, You may elect to send us a counter notice. To be effective Your counter notice must be a written communication provided to our designated agent that includes substantially the following (please consult Your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):
1. A physical or electronic signature of the subscriber.
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
3. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
4. The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
6. WARRANTIES; LIABILITY LIMITATIONS; INDEMNIFICATION
6.1 Customer Warranties. You represent and warrant that You have read, understand, have the legal capacity to, and hereby agree to be legally bound by this Agreement. You further warrant that You have all necessary rights in and to all Your Content as provided to Interface for its authorized use hereunder.
6.2 Disclaimer of Warranties. INTERFACE PROVIDES THE INTERFACE WEBSITES AND ALL PRODUCTS AND SERVICES, INCLUDING THEINTERFACE SERVICES, “AS IS,” “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. Interface does not warrant that the INTERFACE WEBSITES, Interface Materials or Interface ServiceS will be error-free. Interface is in no way liable for and under no circumstances shall Interface be held accountable for the loss of Your CONTENT. THERE ARE NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.
6.3 Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT THE CONSIDERATION CHARGED BY INTERFACE HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY INTERFACE OF THE RISK OF YOUR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INTERFACE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING LOST PROFITS OR LOSS OF OTHER ECONOMIC ADVANTAGE) ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, OR NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR INTERFACE’S PERFORMANCE HEREUNDER, INCLUDING WITHOUT LIMITATION (A) THE INTERFACE SERVICES, (B) ANY INTERRUPTION OF USE OF THE INTERFACE SERVICES, OR (C) FOR LOSS, INACCURACY OR CORRUPTION OF YOUR CONTENT, EVEN IF INTERFACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL INTERFACE’S LIABILITY HEREUNDER EXCEED THE AMOUNT THAT YOU PAID TO INTERFACE UNDER THIS AGREEMENT DURING THE PREVIOUS TWELVE MONTHS.
6.4 Indemnification. You agree to indemnify, defend and hold harmless, Interface, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers, to and from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this Agreement by You or any other actions connected with Your use of the Interface Websites or the products or services offered on the Interface Websites, including the Interface Services. Your indemnification obligations include claims arising out of any of Your Content, as well as any claims arising out of acts or omissions by Your employees, and any other person or entity who gains access to the Interface products or services using Your accounts either with Your permission or as a result of Your failure to use reasonable security measures.
7. MISUSE; TERM AND TERMINATION
7.1 Interface Services Initial Term and Renewal Terms. If You subscribe to the Interface Services, the Subscription Term shall commence upon the date set forth at the time You register and shall continue for the period of time set forth in your registration confirmation. Unless specifically agreed upon in writing between You and Interface at the commencement of a Subscription Term, or unless You notify Interface via postal mail (with cancellation confirmation from Interface), Interface will not automatically renew the Interface Service. Currently, Interface allows for automatic monthly renewals for its DrillBit™ Videos Service only.
7.2 Termination of Interface Services. Interface reserves the right in its sole discretion to refuse service, to terminate accounts, and/or cancel any orders if it believes Your use of the Interface Websites violates this Agreement, any Interface policies, the law or is otherwise harmful to the interests of Interface. You hereby acknowledge that Your breach of this Agreement may result in immediate and irreparable harm to Interface, for which there may be no adequate remedy at law, and that Interface shall be entitled to equitable relief to compel You to cease and desist all unauthorized use, evaluation and/or disclosure of information obtained through the Interface Websites. Your breach of this Agreement may also entitle Interface to bring an action against You for any and all other remedies available at law or in equity. Interface shall also have the suspension rights set forth in Section 4.3 in the event of non-payment.
7.3 Effect of Expiration or Termination. Upon any expiration or termination of the Agreement, Your right to access and use the Interface Websites, and all products and services offered on the Interface Websites, including the Interface Service and Interface Materials, shall terminate. Upon any termination or expiration of this Agreement, You agree that (a) Interface has no obligation to retain YOUR CONTENT and (b) YOUR CONTENT may be irretrievably deleted from the Interface ServiceS. Your obligation to make a payment of any outstanding, unpaid fees and reimbursable expenses shall survive termination of this Agreement. In addition, all provisions that by their general nature are intended to survive expiration or termination shall survive, including Sections 5, 6, 7.3, and 8.
8. GENERAL PROVISIONS
8.1 Notice. Notices regarding this Agreement to Interface shall be in writing and sent by first class mail or overnight courier (if from within the USA), or international courier, addressed to Interface at the address provided on HTTP://WWW.INTERFACETT.COM/CONTACT-US Interface may give notice applicable to Interface’s general Interface Services customer base by means of a general notice on the Interface Services, and notices specific to You by electronic mail to Your e-mail address on record with Interface, or by written communication sent by first class mail or overnight courier (if to an address within the USA), or international courier, to Your address on record with Interface. All notices shall be deemed to have been given three days after mailing or posting (if sent by first class mail), upon delivery in the case of courier, or 12 hours after sending by confirmed facsimile, e-mail or posting to the Interface Service.
8.2 Force Majeure. Except for Your obligation to pay for the Interface Services, neither party will be responsible for failure of performance due to causes beyond its control. Such causes include (without limitation) accidents, acts of God, labor disputes, actions of any government agency, shortage of materials, acts of terrorism, or the stability or availability of the Internet or a portion thereof.
8.3 Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of Arizona and controlling U.S. federal law. The Uniform Computer Information Transactions Act, the United Nations Convention on the International Sale of Goods, and choice of law rules of any jurisdiction will not apply to this Agreement. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in Maricopa County, Arizona, and each party hereby submits to the personal jurisdiction of such courts and waives any defense relating to venue or forum non convenience.
8.4 Integration; Modification. This Agreement together with any Other Agreements, represents the parties’ entire understanding, and supersedes any prior or contemporaneous, conflicting or additional, communications. Except as otherwise set forth herein, the terms and conditions of this Agreement may only be amended by written agreement of the parties. . Terms and conditions as set forth in any purchase order which differ from, conflict with, or are not included in this Agreement, shall not become part of this Agreement unless specifically accepted by Interface in writing.
8.5 Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.
8.6 Relationship of Parties. No joint venture, partnership, employment, or agency relationship exists between Interface and You as a result of this Agreement or use of the Interface Websites or Interface Services.
8.7 Assignment. You may not assign this Agreement without the prior written approval of Interface. Any purported assignment in violation of this Section shall be void. Interface reserves the right to provide some or all of the Interface Services (including but not limited to Support) from locations, and/or through use of third party providers, located worldwide.
8.8 Waiver. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.