These Terms of Service, including any additional terms (the “Terms”) are between ARROW Certification LLC (“ARROW”, “We”, “Us”, or “Our”) and the individual who is viewing these Terms (“You” or “Your”). Before accessing the ARROW training courses, which contain ARROW content [and content supplied to ARROW by third parties], including but not limited to software, tools, websites, forms, data, materials, text, graphics, images, music, sound and other content in any form or any media along with associated documentation (the “Service”), you must agree to these Terms.
The use of some of our Services may be subject to additional terms. If you use these Services, you will also be subject to these additional terms. If these Terms are inconsistent with the additional terms, the additional terms will control.
1. Access License and Use Restrictions
1.1 Access License. Subject to your complying with the Terms and any additional terms,
ARROW grants you and your Users, during the Service Term, a non-exclusive, non-transferable, and limited license to access and use the Services solely for your internal business operations. If the Service includes delivery of software, we will provide such software in object code form only. “Service Term” means the duration for which you subscribe to the Service. The Service Term may include discrete Service Periods. “Users” means individuals who are designated by you to be registered for and authorized to access and use the Service.
1.2 Restrictions. You and your Users may not: (a) reproduce, publicly display, publicly perform, sell, distribute, or create derivative works of the Service without our prior written consent; (b) reverse engineer any software provided as part of the Service or attempt to develop functionally similar products or services; (c) modify, alter, or delete any of the copyright, trademark, or other proprietary notices used in connection with the Service; (d) rent, resell, lease or lend the Service; (e) use or offer the Service for the benefit of any third party, including, without limitation, in an outsourcing, service bureau, or timesharing arrangement; (f) circumvent or bypass any technological protection measures in or relating to the Service; or (g) use the Service in any unauthorized way that could interfere with anyone else’s use of the Service.
1.3 Service Account. You will be responsible for establishing and managing your Service account, including the designation of Users. If you create an account on behalf of an entity, such as your business or employer, you represent that you have the legal authority to bind that entity to the Terms. You represent that you have either reached the age of majority where you live and are legally bound by the Terms. You will: (a) provide true, accurate, current and complete information about yourself or the entity you represent as prompted by the Service’s registration or subscription page (“Registration Data”), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. We will provide each User with the ability to access and use the Service. You are solely responsible for maintaining the status of your User base. The Service may only be accessed by Users who (i) have been issued a valid username and password (“Identities”) and (ii) have agreed to the access and use restrictions set forth in the Terms. You will ensure that all Users comply with these restrictions. Without limiting the foregoing, you will instruct Users not to share their Identities with any other individuals and to take appropriate measures to keep their Identities confidential. You authorize us to make available data and access associated with a given Identity to any person who correctly enters such Identity into the Service. A person who correctly enters a given, valid Identity into the Service will be considered the User entitled to hold such Identity, and we will have no duty to further inquire about the identity of such person. You acknowledge and agree that we are not responsible for any unauthorized person accessing the Service through a valid Identity.. As between you and us, you assume all responsibility and liability with respect to the access and use of the Service by Users, other than to the extent such liability arises directly from a breach of this Agreement by us. Any failure by a User to comply with the restrictions contained in the Terms will be deemed a breach by you of the Terms. For clarity, we will look solely to you and not to any User in satisfaction of any claims arising as a result of such User’s use of the Service. If Users choose a password also used for any other account, we will not be responsible for any unauthorized access or harm to such other accounts. You will promptly notify us if you believe that an unauthorized third party may be accessing or using a User account or if User account information is lost or stolen.
1.4 Third Party Links. From time to time, the Service may contain links to websites that are not owned, operated or controlled by us. All such links are provided solely as a convenience to you. If you use these links, you will leave our Service. We are not responsible for any content, materials or other information located on or accessible from any other website.
1.5 Service Notification. When there is something we need to tell you about a Service you use, we will send you Service notifications. If you gave us your email address or phone number in connection with your account, then we may send Service notifications to you via email or via SMS (text message), including to verify your identity before registering your mobile phone number. We may also send you Service notifications by other means (for example by in-product messages). Data or messaging rates may apply when receiving notifications via SMS.
1.6 Fees. For all charges for the Services ordered by you, we or our vendors will bill your bank card or alternative payment method offered by us and you agree to pay all such charges or deposits. The price stated excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying such taxes or other charges. Taxes are calculated based on your location at the time your account was registered. We may suspend or cancel the Service if we do not receive an on time, full payment from you. Suspension or cancellation of the Service for non- payment could result in a loss of access to and use of your account and its content. When you provide bank card information, account numbers or other information necessary to facilitate payment to us or our vendors, you represent to us that you are the authorized user of the bank card that is used to pay for the products and services. In the event legal action is necessary to collect on balances due, you agree to reimburse us and our vendors or agents for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses. You are responsible for purchase of, and payment of charges for, all Internet access services and telecommunications services needed for use of the Service. You understand that we will hold and store such bank card or payment information to facilitate payment and deposit, damage reimbursement, and other liability purposes. You understand that the ARROW web application works on wifi and cellular data. Should You be concerned that You will incur additional charges for using your phone while on the ARROW web application, You should refer to your Manager’s policy on reimbursement.
2. Ownership of Intellectual Property
The Service and all items and content contained in the Service contain works authorship, trademarks, and other intellectual property that are protected by international conventions and national patent, trademark, copyright and trade secrets laws. ARROW and its suppliers reserve all intellectual property rights in and to the Service, including rights of authorship, creation of derivative works (including translation into foreign languages), inclusion in compilations and collective works, dissemination, and other rights. You will refrain from claiming intellectual property rights by virtue of access and use of the Service. You acknowledge that we are in the business of providing training services and have accumulated expertise in this field and agrees that we retain all right, title, and interest in and to all discoveries, concepts, and ideas, whether or not registrable under patent, copyright, or similar statutes, including, without limitation, patents, copyright, trademarks, trade secrets, processes, methods, techniques, tools, solutions, data, and documentation, and related modifications, improvements, and know-how, that we, alone, or jointly with others, or our agents or employees, conceives, makes, develops, acquires or obtains knowledge of at any time before, after, or during the Service Term (“ARROW Materials”). means all discoveries, concepts, and ideas, whether or not registrable under patent, copyright, or similar statutes, including, without limitation, patents, copyright, trademarks, trade secrets, processes, methods, techniques, tools, solutions, data, and documentation, and related modifications, improvements, and know-how, that ARROW, alone, or jointly with others, its agents or employees, conceives, makes, develops, acquires or obtains knowledge of at any time before, after, or during the term of this Agreement. You recognize all of ARROW’s right, title, and interest in and to the Services and ARROW Materials (collectively, “Property”) and no right, title, or interest in the Property is transferred by these Terms. You will not take any action that may harm or adversely affect our rights or goodwill in the Property, including without limitation, using or registering a name or mark that is identical to or confusingly similar to any name or mark included in the Property. You will not during the Service Term, or at any time after expiration or termination of the Service Term, challenge the validity of our ownership of the Property or the validity of these Terms. We may provide suggestions, recommendations, ideas, comments or other feedback to you in connection with the Services (“Feedback”). We will own all such Feedback, but you will be free to use, disclose, and exploit such Feedback provided to you as you see fit, without obligation or restriction of any kind.
3. Term and Termination
3.1 Term. These Terms begins the date on which your Service Term begins and will remain in effect for the period as stated in the subscription agreement or other ordering document that you agree to in connection with procuring the Services, unless earlier terminated pursuant to these Terms.
3.2 Termination for Convenience. You or we may suspend or terminate your account or your use of the Service at any time, for any reason or for no reason. You are personally liable for any orders placed or charges incurred through your account prior to termination. We may also block your access to the Service in the event that (a) you breach the Terms; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us. Either you or we may terminate the Terms or any or all subscriptions for the Service outstanding upon 30 days after receipt or delivery of written notice. Upon receipt or delivery of written notice of such termination, we will, within 30 days of receipt of the written notice of termination, refund to you, on a pro-rated basis, the pre-paid but unused portion of your subscription, less all work performed and expenses incurred by us through the date of termination, including charges for materials or services ordered by us to provide the Service that cannot be returned for a full refund.
3.3 Termination for Cause.
(a) Either you or we may terminate the Terms and any subscription issued hereunder immediately upon notice to the other party if the other party: (i) breaches any Term and fails to cure such breach within 30 days of receipt of notice of breach; (ii) institutes or suffers the institution against it of bankruptcy, reorganization, liquidation, receivership, insolvency, or similar proceedings; (iii) becomes generally unable to pay its debts as they become due; or (iv) infringes the other party’s intellectual property rights.
(b) Additionally, we may suspend work or terminate this Agreement or any subscription if you fail to pay reasonably undisputed amounts to us within 30 days of our written notice specifying the undisputed amounts.
3.4 Effect of Termination. Upon termination or expiration of the Terms or any subscription agreement for any reason, you will promptly return to us or destroy (at our direction) any Property in your possession or under your control for which have not timely paid us as set forth in the Terms or in the subscription agreement.
3.5 Survival. Sections 1.7 (Fees), 2 (Ownership of Intellectual Property), 3.4 (Effect of Termination), 3.5 (Survival), 4.1 (only as to the Warranty Disclaimer), 4.2 (Limitations of Liability), 5 (Indemnification), 6 (Miscellaneous), and any other provisions that may be reasonably interpreted as surviving termination or expiration of the Terms, will survive termination or expiration of the Terms or any subscription agreement.
4. Warranty and Limitations of Liability
4.1 Warranty and Disclaimer. You represent and warrant that you are fully authorized to enter into this Agreement and has the right to grant to us all of the rights granted under the Terms. We represent and warrant to you that will perform the Service in a professional and workmanlike manner and that the Service will materially conform to the requirements and specifications set forth in the applicable documentation. You must report any deficiencies in the Service to us within 30 days of the beginning of your Service Term. Your exclusive remedy and our entire liability is to re-perform the deficient Service. If we are unable to re-perform the Service, you will be entitled to recover the charges paid to us for the deficient portion of the Service. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY IN THIS SECTION, ARROW DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NON-INFRINGEMENT. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS SECTION. ARROW further disclaims, and you release ARROW from any liability or responsibility arising from the action or inaction of any User of the Services. ARROW makes no warranties regarding any portion of the Service developed by any third party, including any third-party software, hardware, or other third-party products provided by ARROW.
4.2 Limitations of Liability. EXCEPT FOR ANY LIABILITY ARISING FROM MISUSE OR MISAPPROPRIATION OF ANY ARROW PROPERTY OR INTELLECTUAL PROPERTY, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY LOST DATA, LOST PROFITS, OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR OTHER INDIRECT DAMAGES OF ANY KIND FOR ANY REASON WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES BASED UPON NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, OR ANY OTHER THEORY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ANY LIABILITY ARISING FROM MISUSE OR MISAPPROPRIATION OF ANY ARROW PROPERTY OR INTELLECTUAL PROPERTY, EACH PARTY AGREES THAT THE OTHER PARTY’S LIABILITY UNDER THE TERMS FOR DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, WILL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE FOR SERVICES UNDER THE SUBSCRIPTION AGREEMENT GIVING RISE TO THE DAMAGES, WHICH IN THE CASE OF ARROW’S LIABILITY, WILL BE REDUCED BY THE COSTS THAT ARROW INCURS FOR MATERIALS ORDERED FOR CLIENT THAT CANNOT BE RETURNED FOR A FULL REFUND. In addition, your liability may be increased to include ARROW’s costs of collection of Service fees, including, without limitation, reasonable attorney’s fees and court costs. The parties agree that amounts stated in this Agreement are fair under the circumstances and that the prices reflect this limitation on liability. THESE LIMITATIONS AND EXCLUSIONS APPLY EVEN IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE OR IF WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THESE LIMITATIONS AND EXCLUSIONS APPLY TO ANYTHING OR ANY CLAIMS RELATED TO THE TERMS OR RELATED SERVICE.
You will defend, indemnify, and hold us harmless as well as our affiliates, and respective directors, officers, employees, successors and assigns from and against any loss, damage, judgment, settlement, liability, or expense (including, but not limited to, reasonable attorneys’ fees) related to or arising out of any third-party allegation, claim, lawsuit, or proceeding based on a breach of the Terms, personal injury or damage to property, negligent acts or omissions, strict liability, or willful misconduct by your or your employees or contractors.
6.1 Publicity; No Disparagement. We may reference our general business relationship with you for marketing purposes. Neither party will take any action that is reasonably likely to disparage or bring the other party, its products, or its services into disrepute.
6.2 Independent Contractor. In performing the Services, neither of us the employee of the other, but are instead an independent contractor and will be solely responsible for determining the manner and means of performing its obligations hereunder.
6.3 Notices. All notices must be in writing and delivered by a private delivery service such as FedEx, UPS or DHL and will be deemed received by the recipient upon the earlier of delivery by the delivery service or 5 days after deposit with the delivery service. A copy of notices may be delivered by email. Communications in the ordinary course of business however (which do not include any notices related to any dispute under or alleged breach of the Terms or any subscription agreement, any effort to enforce the terms of the or any subscription agreement, or any notice regarding termination of the Terms or any subscription agreement) may be sent via email and need not be copied via fax.
6.4 Force Majeure. Neither of us will be liable to the other for failure to perform any obligation under this Agreement or any subscription agreement to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike and other causes beyond the party’s reasonable control).
6.5 Assignment. You may not rights (by operation of law or otherwise) under the Terms or any subscription agreement without our prior written consent, except that you may assign your rights under the Terms or any subscription agreement without our consent in connection with any merger, consolidation, reorganization, sale of all or substantially all of your assets or similar transaction. The Terms will be binding upon and inure to the benefit of ARROW, you, and our respective permitted successors and assigns.
6.6 Governing Law; Arbitration of Disputes. ARROW and you agree that any dispute, claim or controversy arising out of or relating to the Terms or any subscription agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration before one arbitrator in Los Angeles, California. The arbitration shall be pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude you or us from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. In the event of litigation or arbitration arising out of the Terms or any subscription agreement, the prevailing party shall be entitled to reimbursement from the other party for the prevailing party’s reasonable attorneys’ fees and costs and expenses incurred with respect to such. Each party shall otherwise bear its own attorneys’ fees and costs fees related to the subject matter of or arising out of the Terms or any subscription agreement.
6.7 Integration. The Terms together with all subscription agreements constitutes the entire agreement of the parties with regard to their subject matter, and replaces and supersedes all other agreements or understandings, whether written or oral. The provisions of a purchase order or similar document are not applicable.
6.8 Amendment; Waivers. The Terms and any subscription agreement may be amended or waived only with the written consent of each of the parties. The failure of either party to enforce any provision of the terms or any subscription agreement will not constitute a waiver of the party’s rights to subsequently enforce the provision.
6.9 Severability. If any of these Terms or those in a subscription agreement are held to be unenforceable under applicable law, the meaning of such provisions will be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it will be severed from the remainder of Service Term
6.10 Headings. The headings of the Terms are inserted for convenience only and will not affect the construction or interpretation of any provision.
6.11 Injunctive Relief. Certain obligations and promises of the parties in the Terms are of a special, unique and extraordinary character. The material breach of any promises or agreements relating to intellectual property rights will result in irreparable and continuing damage to that party for which there will be no adequate remedy at law.
6.12 Cumulative Remedies. Except as may be otherwise provided in the Terms, the rights and remedies of the parties hereunder are not exclusive, and each party is entitled alternatively or cumulatively, subject to the other provisions of the Terms, to seek damages for breach, to an order requiring specific performance or to any other remedy available at law or in equity.
6.13 No Reliance. The parties have not relied upon any promises, representations, warranties, agreements, covenants or undertakings, other than those expressly incorporated or set forth in the Terms. The Terms has been negotiated by the parties and their respective counsel and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party.
6.15 Additional Assistance. If you do not understand any of the Terms of Service or if you have any questions or comments, we invite you to contact us by email at firstname.lastname@example.org
6.16 Notification Regarding Updates. From time to time, we may update these Terms of Service. We will indicate when changes have been made by revising the date at the top of these Terms of Service. We encourage you to periodically check back and review these Terms of Service to remain updated on our terms.