This Definitions section is a part of the Simversity Terms of Service and subject to all terms and conditions therein. Within these Terms of Service, the following definitions shall apply:
1. The term "User Content," "User Generated Content," or "UGC" means comments, stories, posts, text, files, images, photos, video, sounds, musical, audiovisual works of authorship, and/or any other materials (together with Your user profile information) uploaded, submitted, or provided by You to Simversity.
2. The term "Siminar(s)" means any UGC or Simversity-generated content collected into a group, seminar, class, or similar structure for presentation to the public or Users.
3. The term "Provider" means any person or entity who creates a Siminar, whether composed from UGC, Provider-supplied content, or Simversity-generated content.
4. The term "Private Siminar(s)" means those Siminars in which the Provider or Simversity controls and limits the visibility to users whom the User or Simversity has approved. Private Siminars includes those in which the visibility of any UGC is limited or visible only to other users approved for participation in the Siminar by the Provider.
5. The term "Provider Program Content" means comments, stories, posts, text, files, images, photos, video, sounds, musical, audiovisual works of authorship, and/or any other materials (together with user profile information) uploaded, submitted, or provided by a Provider to Simversity
These terms of service and any documents incorporated by reference herein (together the "TOU Agreement") govern the use of the Siminar online courses (the "Siminars") provided by Simversity, Inc. ("Simversity") or any use of the websites operated by Simversity (collectively the "Simversity Website") by You, a User. If You do not agree to this TOU Agreement, You may not enroll in Siminars or use the Simversity Website. You must be of legal age (over eighteen years of age in the United States) to enroll in Siminars or use the Simversity Website.
1. This TOU Agreement governs any and all use of the Siminars or Simversity Website, including viewing or using proprietary content provided by the Siminars (the "Siminars' Content") or posting material to the Siminars. Simversity reserves the right to modify this TOU Agreement. The most recent version of the TOU Agreement will always appear on the Simversity Website and You will always be bound by the most recent version of this TOU Agreement even if You are not notified of any changes. By continuing to participate in the Siminars, You accept the changes to this TOU Agreement. Should You decide not to accept the changes, You must cease participating in the Siminars.
1. The Privacy Policy is a part of this TOU Agreement and incorporated into this TOU Agreement by reference.
1. The User Generated Content policy is a part of this TOU Agreement and incorporated into this TOU Agreement by reference. All UGC must adhere to the terms set forth in these TOU. Be aware, any UGC You post, upload, or transmit on or through the Services is accessible to third parties. Siminars is unable to control any usage of Your information by third parties who may view your UGC, and therefore, You disclose such information at Your own risk.
1. You will be required to create a username/password combination to use the Siminars. You agree and understand that You are solely responsible for maintaining the confidentiality of Your username/password combination. You will be held accountable for any postings to the Siminars or for any other actions taken through Your access to the Siminars based upon Your username/password combination. If You become aware of any abuse of Your username/password combination, contact Simversity immediately.
2. You agree to use the Siminars, the Siminars' Content and the Simversity Website only as set forth in this TOU Agreement and according to applicable laws and regulations. You are responsible for any content, postings and comments that You may submit to the Siminars, to other Users (where "User" is a person enrolled in, participating in or viewing Siminars or the Simversity Website), to the Simversity Website or to Simversity. You are responsible for any of Your actions which breach or could be reasonably construed as a breach of this TOU Agreement and You may be held responsible for any damages caused by such breach. You may not use the Siminars or Simversity Website in a manner that would disrupt the Siminars or Simversity Website or their use by other Users or persons. Simversity reserves the right to investigate any breach or alleged breach of this TOU Agreement and to report any breach or alleged breach of this TOU Agreement to law enforcement authorities should Simversity believe that an illegal or unlawful act has taken place.
3. Simversity may prevent You from using the Siminars or the Simversity Website if Simversity becomes aware of any of Your actions which breach or which can reasonably be construed as a breach of this TOU Agreement. Simversity may limit or terminate your use of the Siminars or the Simversity Website should Simversity determine that Your conduct or actions are detrimental to other Users' use of the Siminars or the Simversity Website.
1. Simversity will respond to any notice received alleging an infringement of the copyright or trademark rights of a third party by investigating the allegation and removing the alleged infringing content from the Siminars or the Simversity Website should Simversity determine that an infringement has occurred.
2. Notice of Infringing Material. To file a notice of infringing material on a site owned or controlled by Us, please provide a notification containing the following information:
i. Reasonably sufficient details to enable us to identify the work claimed to be infringed or, if multiple works are claimed to be infringed, a representative list of such works (for example: title, author, any registration or tracking number, URL);
ii. Reasonably sufficient detail to enable us to identify and locate the material that is claimed to be infringing (for example a link to the page that contains the material);
iii. Your contact information so that we can contact you (for example, your address, telephone number, email address);
iv. A statement that you have a good faith belief that the use of the material identified above is not authorized by the copyright owner, its agent, or the law;
v. A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed.
vi. Your physical or electronic signature.
3. Then send this notice to: By Mail: DMCA Agent, Simversity Inc, 300 Bowie St. Suite 907 Austin TX 78703 By Email: abuse@siminars.com
1. The Siminars or Simversity Website may include links to websites operated by third parties ("Third Party Websites") and such links may be posted to the Siminars or Simversity Website by Simversity, You, other Users, Google Adsense or other parties. Simversity has no control over any Third Party Websites. Simversity is not liable for any losses or damages You may incur by navigating to any Third Party Websites. The links to any Third Party Website are not an endorsement by Simversity of any such Third Party Websites. If You believe You have an issue or complaint with an operator of a Third Party Website then You should contact such operator directly.
1. SIMVERSITY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND REGARDING THE SIMINARS, THE SIMINARS' CONTENT OR THE SIMVERSITY WEBSITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE SIMINARS, THE SIMINARS' CONTENT AND THE SIMVERSITY WEBSITE ARE PROVIDED "AS-IS" AND YOU USE THE SIMINARS, THE SIMINARS' CONTENT AND SIMVERSITY WEBSITE SOLELY AT YOUR OWN RISK. YOU WILL BE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE COMMUNICATIONS DEVICE WHICH OCCURS AS A RESULT OF YOUR USE OF THE SIMINARS, THE SIMINARS' CONTENT OR THE SIMVERSITY WEBSITE. SIMVERSITY MAKES NO WARRANTY THAT THE SIMINARS OR SIMVERSITY WEBSITE WILL BE AVAILABLE ON A CONTINUOUS BASIS.
2. SIMVERSITY MAKES NO WARRANTY THAT ANY SIMINARS' CONTENT, INFORMATION OR CONTENT AVAILABLE THROUGH THE SIMINARS OR ON THE SIMVERSITY WEBSITE IS TRUE, RELIABLE OR ACCURATE. SIMVERSITY MAKES NO WARRANTY THAT IT WILL CORRECT ANY ERRORS, DEFECTS OR OMISSIONS IN THE SIMINARS, IN THE SIMINARS' CONTENT OR ON THE SIMVERSITY WEBSITE. SIMVERSITY MAKES NO WARRANTY THAT ANY USER OF OR ENROLLEE IN THE SIMINARS IS INDEED WHO THEY PURPORT TO BE.
3. LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT SIMVERSITY SHALL NOT BE LIABLE FOR ANY DAMAGES OR INTANGIBLE LOSS, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL OR ANY LOST PROFITS WHICH YOU MAY INCUR OR SUFFER AS A RESULT OF (1) YOUR USE OF THE SIMINARS, THE SIMINARS' CONTENT OR SIMVERSITY WEBSITE OR (2) YOUR RELIANCE ON ANY SIMINARS' CONTENT, INFORMATION IN THE SIMINARS OR SIMVERSITY WEBSITE, INFORMATION SUPPLIED TO YOU BY OTHER USERS OR YOUR DEALINGS WITH ANY THIRD PARTY WEBSITE. SIMVERSITY SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES THAT YOU INCUR AS A RESULT OF YOUR FAILURE TO PROTECT YOUR USERNAME/PASSWORD COMBINATION. THIS LIMITATION OF LIABILITY SHALL NOT BE MODIFIED EVEN IF SIMVERSITY HAS BEEN ADVISED OR MADE AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES OR LOSSES. IF YOU BELIEVE THAT YOU ARE AT RISK OF ANY TYPE OF LOSS, WHETHER TANGIBLE OR INTANGIBLE, THEN YOU SHOULD NOT USE THE SIMINARS, SIMINARS' CONTENT OR THE SIMVERSITY WEBSITE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU, IN WHICH CASE THE TOTAL AMOUNT SIMVERSITY IS LIABLE TO YOU SHALL BE EQUAL TO THE AMOUNTS PAID BY YOU TO ENROLL IN THE SIMINARS.
1. You agree to hold Simversity harmless and indemnify Simversity from and against any third-party claim arising from or in any way related to Your use of the Siminars, the Siminars' Content or the Simversity Website, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature.
1. You acknowledge that, excepting the rights of third parties to the content of Siminar online courses, Simversity owns all right, title and interest in and to the Simversity Website and such rights are protected by U.S. and international intellectual property laws. Accordingly, You agree that You will not reproduce, reverse engineer, copy, alter, modify, or create derivative works from the Simversity Website, including any content proprietary to third parties that is posted on the Siminars or the Simversity Website. You also agree that you will not use any robot, spider, other software or manual process to monitor or copy any content available on the Simversity Website.
2. For purposes of this TOU Agreement, "Licensor" collectively means the third party who has licensed Siminars' Content to Simversity and any agent(s) of the licensor of the Siminars' Content. You acknowledge that Licensor owns all right, title and interest in and to the Siminars' Content and that such rights are protected by U.S. and international intellectual property laws, including laws prohibiting the misappropriation of trade secrets, copyright infringement and trademark infringement. You acknowledge that Simversity owns all right, title and interest in and to the underlying software code of the Siminars and the Simversity Website and that such rights are protected by U.S. and international intellectual property laws, including laws prohibiting the misappropriation of trade secrets, copyright infringement and trademark infringement. Accordingly, You agree that You will not reproduce, reverse engineer, copy, alter, modify, or create derivative works from the Siminars, the Siminars' Content or the Simversity Website, including any content posted on the Siminars. You also agree that You will not use any robot, spider, other software or manual process to monitor or copy any Siminars' Content or other content available through the Siminars or on the Simversity Website.
3. The marks "Simversity," "Siminar" and the Simversity and Siminar logos are trademarks of Simversity. These trademarks and Simversity's other trademarks are protected under U.S. and international intellectual property laws. Other marks that may appear on the Online Course's Website may be proprietary to their respective owners and to Licensor.
4. Except as enumerated herein, nothing in this TOU Agreement gives You any license to use any of the Siminars' Content, underlying software code of the Siminars or the Simversity Website or content available through the Siminars or on the Simversity Website, including trademarks or any other proprietary information.
This Agreement or the Online Course's Website will include information on the refund policy for the Siminars. Should You choose to cancel your enrollment in the Siminars, please contact Simversity through the means listed in the Siminars.
This TOU Agreement constitutes the entire agreement between You and Simversity regarding Your enrollment in the Siminars and Your use of the Siminars' Content. Any failure by Simversity not to exercise or enforce any legal right or remedy available to Simversity shall not be construed as a waiver of such right or remedy. If any court of competent jurisdiction rules that any provision of this TOU Agreement is invalid, then such provision shall be removed from this TOU Agreement without affecting the remainder of the TOU Agreement and this TOU Agreement will continue to be valid and enforceable. This TOU Agreement shall be governed under the laws of the State of Texas without regard to its conflict of laws provisions. Any claim or cause of action You may have against Simversity must be filed within two (2) years of the date on which the claim or cause of action occurred or such claim or cause of action shall be forever barred. The Siminars and Simversity Website have been designed to comply with the laws of the United States and Simversity does not make any representation or warranty that use of the Siminars, Siminars' Content or Simversity Website is legal or lawful in other jurisdictions. You will be solely responsible for complying with applicable law should You access or use the Siminars, Siminars' Content or Simversity Website from outside the United States.
1. You acknowledge that You use the Siminars, the Siminars' Content and the Simversity Website solely at Your own risk.
2. Simversity accepts no responsibility for any User Generated Content, including any malicious software, posted or submitted to the Siminars or to the Simversity Website. Simversity accepts no responsibility for any damages that such content or malicious software may cause to You. It is Your responsibility to review any content which You submit to or obtain from the Siminars or the Simversity Website. Simversity does not endorse or support any content that is submitted to the Siminars or the Simversity Website by You or other Users.
3. You represent and warrant that You have all the rights, power and authority necessary to submit Your content to the Siminars or the Simversity Website or to other Users. You may not post or submit to the Siminars or the Simversity Website any proprietary information of another party which is protected under copyright or trademark law.
4. Simversity reserves the right to refuse to accept, post, display or transmit any content You submit to the Siminars or the Simversity Website should Simversity believe that such content is or could be deemed to be offensive to other Users or disruptive to the Siminars. Simversity reserves the right to edit and/or remove any content submitted to the Siminars by You or other Users which contains or references including, but not limited to, (i) pornography or obscene materials, (ii) pedophilia, incest or bestiality; (iii) threats of violence; (iv) hateful references to a race, ethnic group, religion, disabled persons, gender, age or sexual orientation; (v) violates the copyright, trademark or other proprietary rights of another; (vi) the private or confidential information of another person; and (vii) Spam, marketing for other services or products or malicious software code (such as viruses or malware).
5. Simversity retains the right to retain an archived copy of any removed content or to report any removed content, or content deemed to contain or reference any materials referenced above, to law enforcement authorities or to comply with applicable laws or regulations. Simversity may also retain such content in order to preserve its rights.
1. Subject to the following restrictions, You retain the rights to the User Generated Content You submit, post or display on or to the Siminars or the Simversity Website.
i. By submitting, posting or displaying Your User Generated Content on or to the Siminars or the Simversity Website, You grant Simversity and Licensor a perpetual, worldwide, non-exclusive, fully paid-up and royalty-free license to reproduce, perform, publish, create derivative works from, publicly display and distribute User Generated Content through the Siminars, on the Simversity Website or through other products and services developed by Simversity or Licensor. You also allow Simveristy to control and limit access to the UGC displayed and distributed through the Siminars and on the Simversity Website, for example limiting access only to other users in Private Siminars if the UGC is submitted in a Private Siminar.
ii. This license shall be operative even if Simversity or Licensor receives compensation or remuneration through operation of the Siminars or the Simversity Website, through any derivative works prepared by Simversity or Licensor from the Siminars, Siminars' Content or the Simversity Website, or through any of User Generated Content submitted, posted or displayed on the Siminars or the Simversity Website.
iii. Simversity may restrict the visibility or accessibility of your UGC within the Siminars or Simversity Website. For example, content within a Private Siminar may be restricted to sharing only with Users within the Private Siminar, while for retail and free siminars, fewer restrictions may apply. Any restrictions shall at all times be subject to Simversity's sole discretion.
2. Simversity welcomes Your feedback. Siminars encourages communication between the Siminars community and is open to suggestions made by Users. By submitting unsolicited suggestions, You agree that Siminars may (but shall have no obligation to) use, modify, distribute, copy, and otherwise exploit such suggestions in any manner, as Siminars sees fit, without restriction or limitation of any kind, and You grant to Siminars a paid-in-full, perpetual, irrevocable, royalty-free license to do so and to allow others to do so, and agree not to permit or prosecute any action or lawsuit on the ground that Siminars's use or alleged use of a suggestion infringes any of Your rights.
3. You understand and acknowledge that Simversity or Licensor may transmit or distribute User Generated Content submitted to the Siminars over various electronic networks and in various media and make such changes to User Generated Content as necessary to conform and adapt content to the Siminars. You understand and acknowledge that Simversity or Licensor may make User Generated Content available to third parties for their own business purposes. You agree that the license to User Generated Content that You grant to Simversity and Licensor includes these rights.
4. After it has been submitted, posted or displayed, User Generated Content may remain available through the Siminars even if You decide to cease participating in the Siminars.
5. Certain content submitted by You may be considered "Crowdsourced Content," where Crowdsourced Content is considered the novel content or material that You, in conjunction with other Users, create for the Siminars pursuant to a group assignment or other directive issued through the Siminars. Title in and to such Crowdsourced Content shall vest to Licensor upon submission of such Crowdsourced Content to the Siminars or to Licensor. Licensor shall grant to You and to other Users involved in the creation of such Crowdsourced Content a perpetual license to use such Crowdsourced Content, or any derivative work created therefrom, for your own noncommercial or not-for-profit activities so long as You attribute the Crowdsourced Content as belonging to Licensor or in any other manner specified by Licensor (but not in any manner that suggests that Licensor endorses You or Your use of the Crowdsourced Content).
This Privacy Policy is part of the TOU Agreement and governs your use of the Siminars, the Siminars' Content and the Simversity Website. You may not enroll in or use the Siminars, the Siminars' Content or Simversity Website if You do not agree to this Privacy Policy. You must be of legal age (over eighteen years of age in the United States) to enroll in or use the Siminars, the Siminars' Content or the Simversity Website. Simversity recognizes that privacy is important and its goal is to protect Your information disclosed to Simversity.
1. Simversity may require Your name, address, phone number and credit/debit card information in order to bill You for your enrollment in the Siminars. Simversity considers Your name, address, phone number and credit/debit card information to be Your "Billing Data" and will not share your Billing Data with anyone. Your credit/debit card may be billed on a recurring or periodic basis for Your enrollment in the Siminars. Simversity will always protect the portion of Your Billing Data that it retains and stores.
2. You may choose to share private information related to You, including but not limited to Your name, address, email address or phone number (Your "Personally Identifiable Information") with other Users of the Siminars, but You agree to assume all risk for any such disclosure and Simversity shall not be liable for any such disclosure which You make. You may use your actual name as your username and for your profile and, should you choose to use your actual name in this manner, consent that your name will be displayed on the Simversity Website. The TOU Agreement expressly governs any disclosures that You may choose to make to other Users of the Siminars (Your Your "Private Information"). Simversity will always protect any portion of Your Private Information that is disclosed to Simversity. The person(s) acting as the Siminar facilitator(s) or instructor(s) ("Instructor(s)") may have access to Your Private Information.
3. Although neither Simversity nor Instructors warrant that they will actively monitor comments, postings and other submissions to determine if such submissions contain Personally Identifiable Information or Private Information, Simversity, and optionally Instructors, reserve the right to edit and modify comments, postings and other submissions to the Siminar which may violate Your privacy rights or the privacy rights of another person. If You discover that You inadvertently posted Your Personally Identifiable Information or Private Information on the Siminar then either delete it or notify Simversity. Simversity disclaims any and all responsibility for any delay that may occur in deleting Your Personally Identifiable Information or Private Information from the Online Course's Website.
4. You will be required to submit an email address so that You can use all of the features of the Siminars and so that Simversity can verify postings or comments submitted to the Siminars as authentic and not Spam or mass marketing advertisements. You will be asked to create a username and password combination to participate in the Siminars and to post on the Siminars. Simversity considers Your username and password to be part of Your Private Information and will protect it accordingly.
5. Simversity may use cookies, which are small data files containing a string of characters and which are stored on Your computer, to improve Your experience with the Siminars or the Simversity Website. Cookies will not contain any of Your Personally Identifiable Information or Private Information. If You set your browser not to accept cookies, Your experience of the Siminars might be different.
6. Should You email Simversity or Instructors with questions, complaints or comments, Simversity or Instructors may retain such email communications. Simversity or Instructors will protect such email communications and will not disclose any contents of the email communications unless the sender explicitly states that the email was intended as a submission containing content for the Siminar, in which case Simversity or Instructors will post the communication on the Siminar. Emails posted on the Siminar will not disclose any Personally Identifiable Information or Private Information unless the sender so consents.
7. When You access the Siminars or the Simversity Website, the Siminars or the Simversity Website might record information sent by Your browser, including IP addresses of the computer You use, the kind of browser You use, and cookie information. Simversity may use this information to improve Users' experience with the Siminars or the Simversity Website or to identify persons who may violate this Privacy Policy or this TOU Agreement. Simversity reserves the right to prevent any identified individuals who may violate the Privacy Policy from using or accessing the Siminar or the Simversity Website.
8. Simversity and Instructors only process information submitted to Simversity, the Siminars or the Simversity Website for the purposes described in this Privacy Policy or in the TOU Agreement. These purposes include: display of Your submitted content or User Generated Content; to improve advertising efforts; research and analysis to improve the Siminars or the Simversity Website; ensuring the proper functioning of the Siminars and the Simversity Website; developing new services or content for the Siminars and the Simversity Website; and protecting Your rights and the rights of other Users of the Siminars.
9. Simversity may be required to disclose Your Private Information and that portion of Your Personally Identifiable Information which Simversity may store to law enforcement authorities pursuant to a court order or other legal process or if Simversity has knowledge or a reasonable belief that a violation of applicable law has occurred through use of the Siminars or the Simversity Website.
10. Simversity may contact You with email messages marketing other good and services, including other Siminars, if Simversity reasonably believes that You would be interested in such items. Simversity shall cease contacting You in the event that You contact Simversity and indicate Your desire to cease receiving such marketing communications.
1. Simversity shares Your Private Information with Instructors and other third-party providers as deemed reasonably necessary by Simversity for provision and promotion of the Services. Except as provided in this TOU Agreement or through Your express consent, neither Simversity nor Instructors will share any of Your Private Information with any third parties or other Users. Instructors will have access to User Generated Content submitted to the Siminars.
2. Simversity may share Your name and email address with third parties who are clients of Simversity should it reasonably believe that You would be interested in receiving marketing emails from such third parties. Should You wish to cease receiving emails from such third party clients of Simversity, please contact Simversity.
3. You are expressly forbidden from sharing the Personally Identifiable Information or Private Information of other Users of the Siminars with third parties, including third parties who are also Users of the Siminars, unless You have express written consent from the User whose information is to be shared. Any sharing of other Users' information without their consent is an express violation of this Privacy Policy and this Agreement.
1. Although Simversity takes appropriate security measures to protect Your Personally Identifiable Information and Private Information, its security efforts are dependent upon the security procedures of the hosting provider used to host the Siminars and Simversity Website. Simversity cannot warrant or ensure that the hosting provider's security measures will protect information submitted to the Siminars or Simversity Website.
1. Simversity will enforce this Privacy Policy. If You violate any of its terms then Simversity may prevent You from using the Siminars or the Simversity Website. If You believe that a person has violated this Privacy Policy then contact Simversity through the Simversity Website. If Simversity believes that You or another person may have used the Siminars or the Simversity Website to obtain the Personally Identifiable Information or Private Information of another User or for illegal or unlawful purposes then Simversity reserves the right to submit any and all information its has related to the alleged incident to law enforcement entities.
This Privacy Policy may change from time to time. The most current version of the Privacy Policy will always appear on the Simversity Website. The Version number of each policy will appear within the document, usually in a section entitled "Version" near the copyright notice.
Simversity seeks to provide a rewarding online learning experience—but if You are unsatisfied with a Siminar then You may cancel Your enrollment at any time. If You cancel Your enrollment in any paid Siminar within fourteen (14) days of payment then You will receive a full refund of the fee You paid. Your username will remain active (unless You specifically request that Simversity cancel Your account) so that You can enroll in other Siminars. Simversity asks that You please provide the reason for Your cancellation so that Simversity can improve its products and services. Simversity reserves the right to deduct from Your refund any payment processing cost it may incur prior to refunding Your payment. Please allow Simversity up to thirty (30) days to process Your refund.
This Provider Terms of Use Agreement ("Provider Agreement"), is made by and between Simversity, Inc. ("Simversity") and You ("Provider"), a person who desires to use Simversity's proprietary online platform (the "Simversity Platform") available at the Simversity Website(s) (the "Simversity Website") for the delivery of the Siminar online courses (the "Siminars"). Simversity and Provider may be individually referred to as a "Party" or collectively as the "Parties" to this Provider Agreement. This Provider Agreement governs the use of the Simversity Platform and is effective as of the earlier of the date on which Provider first uses the Simversity Platform or the date on which Provider may have executed a pricing sheet ("Pricing Sheet") with Simversity. If Provider does not agree to this Provider Agreement, Provider may not use the Simversity Platform for the hosting or delivery of any Siminar. Provider must be of legal age (over eighteen years of age in the United States) to use the Simversity Platform.
Provider hereby retains Simversity to host one or more Siminars on the Simversity Platform for enrollees of the proprietary program(s) developed by Provider (the "Provider Program(s)"). Simversity hereby grants Provider a nonexclusive license to access and use the Simversity Platform to provide Siminars to enrollees of the Siminars ("Users"). The license granted in this Section does not grant Provider any right to access or copy the underlying source code of the Simversity Platform or Simversity Website or to reproduce, alter, modify, reverse engineer, decompile or create a derivative work from the Simversity Platform or Simversity Website.
Provider shall evidence its acceptance of this Provider Agreement by using the Simversity Platform to develop, host and provide the Siminars. All use of the Simversity Platform by Provider is governed under this Provider Agreement. Simversity reserves the right to modify this Provider Agreement at its discretion. The most recent version of the Provider Agreement will always appear on the Simversity Website and Provider will always be bound by the most recent version of this Provider Agreement. If Provider does not accept the changes to this Provider Agreement, Provider must cease using the Simversity Platform and this Provider Agreement will terminate. Any Pricing Sheet executed by Simversity and Provider is incorporated into this Provider Agreement by reference. If the substantive terms of the Pricing Sheet conflict with the terms of this Provider Agreement, this Provider Agreement shall control.
1. The Siminars shall be considered derivative works based upon the proprietary content of or related to the Provider Programs (the "Provider Program Content") and title in and to the content of the Siminars based on Provider Program Content vests to Provider. Provider retains the rights to all Provider Program Content submitted, posted or displayed on or to the Siminars. Provider understands and acknowledges that Simversity may transmit or distribute Provider Program Content submitted to the Siminars over various public electronic networks and in various media; and make such changes to Provider Program Content as necessary to conform and adapt content to the Siminars.
2. For the Term of this Provider Agreement, Provider hereby grants Simverstiy a fully-paid up, royalty-free, worldwide and exclusive license to the Provider Program Content and Siminars derived from the Provider Program Content for the purposes of hosting and providing the Siminars on and through the Simversity Platform and Simversity Website.
3. For the Term of this Provider Agreement, Provider hereby grants Simverstiy a fully-paid up, royalty-free, worldwide and exclusive license to use portions of the Siminars for Simversity's own marketing or advertising efforts in order to promote Simversity's services to other parties (the "Simversity Marketing Portions"). Upon the termination or expiration of this Provider Agreement, Provider's license granting Simversity use of the Simversity Marketing Portions shall remain in force.
4. Providers may, through the user interface(s) provided on the Simversity Platform, if any, control the accessibility and visibility of Provider Program Content or change what Provider Program Content is available to Users based upon whether such Provider Program Content is within a Private Siminar. However, any such access control enacted by Provider shall in no way restrict or limit the grant of rights made by Provider to Simversity under this Provider Agreement.
5. Provider hereby represents and warrants that: (i) it holds title in and to the Provider Program Content, or is a licensee of the Provider Program Content that it does not hold title in and to, and that the portions of the Provider Program Content that it does not hold title in and to or is a licensee of are either in the public domain or available for Provider's use under a "fair use" exception to U.S. Copyright Law; (ii) it has the power to license or sublicense the relevant portions of the Provider Program Content and the Siminars to Simversity; and (iii) to the best of its knowledge, neither the Provider Program Content nor Provider's trademarks which may be used in the Siminars violate or infringe upon the intellectual property rights of any third party.
Provider will indemnify, defend and hold harmless Simversity, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including but not limited to, attorneys fees) arising from its breach of the warranties and representations made in Section 3(d) of this Provider Agreement or for any claims made by any third party alleging that the Provider Program Content as embodied in the Siminars infringes its intellectual property rights.
Certain content may be considered "Crowdsourced Content," where Crowdsourced Content is considered the novel content or material that Users create for the Siminars pursuant to a group assignment or other directive issued through the Siminars. Title in and to such Crowdsourced Content shall vest to Provider upon submission of such Crowdsourced Content to the Siminars or to Provider. Provider shall grant to Users involved in the creation of such Crowdsourced Content a perpetual license to use such Crowdsourced Content, or any derivative work created therefrom, for their own noncommercial or not-for-profit activities so long as Users attribute the Crowdsourced Content as belonging to Provider or in any other manner specified by Provider (but not in any manner that suggests that Provider endorses Users or Users' use of the Crowdsourced Content). For the Term of this Provider Agreement, Provider hereby grants Simverstiy a fully-paid up, royalty-free, worldwide and exclusive license to the Crowdsourced Content for the purposes of hosting and providing the Siminars using such Crowdsourced Content on and through the Simversity Platform and for Simversity's own marketing or advertising efforts. Upon the termination or expiration of this Provider Agreement, Provider's license granting Simversity use of the Crowdsourced Content for marketing purposes shall remain in force.
The Term of this Provider Agreement ("Term") shall be as set forth in any Pricing Sheet executed by Provider and Simversity. Should the Pricing Sheet not define a Term, this Provider Agreement shall be in force until terminated by either Party.
1. Good Faith. Simversity shall perform its duties in good faith and shall exert its reasonable commercial efforts to perform its duties under this Provider Agreement.
2. Customer Support and Payments. Simversity shall be responsible for all customer support and User payments related to the Siminars. "Customer support" means support for Users related to payments, access to and functionality of the Siminars.
3. Information Security. Simversity shall be responsible for maintaining the information security systems to protect the delivery of the Siminars over the Internet.
1. Good Faith. Provider shall perform its duties in good faith and shall exert its reasonable commercial efforts to perform its duties under this Provider Agreement.
2. License of Trademarks. For the Term of this Provider Agreement, Provider grants to Simversity a royalty-free, fully paid-up, worldwide and nonexclusive license to use the proprietary trademarks of Provider (the "Provider Trademarks") for the presentation and delivery of the Siminars, as well as on any physical promotional or advertising items which Simversity may produce to promote the Siminars or its development of the Siminars.
3. No Sublicense. The trademark license granted in this Section shall not give Simversity the right to grant sublicenses unless Provider so agrees in writing.
4. Promotion of Simversity. Provider acknowledges that Simversity will include marks representing its "Simversity" and "Siminars" brands on the Siminars. Provider acknowledges that Simversity may list Provider as a client or customer of Simversity on the Simversity Website, may include a hypertext link to the Siminars on the Simversity Website and may include a description of the Siminars on the Simversity Website. Provider acknowledges that Simversity may describe the Siminars and identify Provider as a client or customer of Simversity in press releases, media interviews/stories or its marketing materials.
1. Pricing Sheet. The price(s) of the Siminars, any associated revenue split between Provider and Simversity and the timing of payments to Provider shall be as set forth on the Simversity Website, excepting that, should Simversity and Provider have executed a Pricing Sheet, then the prices in the Pricing Sheet shall control.
2. Payment Obligations to Survive. Each Party's obligation to pay sums owed to the other shall survive expiration or termination of this Provider Agreement.
3. Taxes. Each Party shall be responsible for remitting its own taxes to the relevant taxing authorities.
ALL SERVICES AND SOFTWARE PROVIDED BY SIMVERSITY TO PROVIDER ARE PROVIDED "AS-IS" AND SIMVERSITY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PROVIDER USES THE SIMVERSITY PLATFORM, THE SIMVERSITY WEBSITE AND THE SIMINARS SOLELY AT ITS OWN RISK. PROVIDER WILL BE RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM(S) OR MOBILE COMMUNICATIONS DEVICE(S) WHICH OCCURS AS A RESULT OF ITS USE OF THE SIMVERSITY PLATFORM, THE SIMVERSITY WEBSITE OR THE SIMINARS. SIMVERSITY MAKES NO WARRANTY THAT THE SIMVERSITY PLATFORM, SIMVERSITY WEBSITE OR THE SIMINARS WILL BE AVAILABLE ON A CONTINUOUS BASIS. Notwithstanding this warranty disclaimer, Simversity shall exert its commercially reasonable efforts to cause the Simversity Platform, Simversity Website and the Siminars to operate properly.
1. Claims. Neither Party may assert a claim against the other Party after two (2) years from the date that the Claiming Party has or should have actual knowledge of the facts giving rise to such claim.
2. Limitation of Liability. IN NO EVENT SHALL SIMVERSITY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, ADDITIONAL OR PUNITIVE DAMAGES ARISING OUT OF THE PERFORMANCE OR NONPERFORMANCE UNDER, OR OTHERWISE ARISING IN CONNECTION WITH, THIS PROVIDER AGREEMENT, INCLUDING ANY DAMAGES ARISING FROM COPYRIGHT OR TRADEMARK INFRINGEMENT. SIMVERSITY SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES THAT PROVIDER MAY INCUR, INCLUDING ANY DAMAGES ARISING FROM COPYRIGHT OR TRADEMARK INFRINGEMENT, AS A RESULT OF THE ACTIONS OF ANY THIRD PARTIES, INCLUDING ANY USERS OF THE SIMVERSITY PLATFORM, THE SIMVERSITY WEBSITE OR THE SIMINARS. SIMVERSITY SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES THAT PROVIDER MAY INCUR AS A RESULT OF ITS FAILURE TO PROTECT ITS USERNAME/PASSWORD COMBINATION. THIS LIMITATION OF LIABILITY SHALL NOT BE MODIFIED EVEN IF SIMVERSITY HAS BEEN ADVISED OR MADE AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES OR LOSSES.
1. Termination by Either Party. Either Party may terminate this Provider Agreement with thirty (30) days written notice. All monies due to either Party shall be paid within thirty (30) days of the date of termination.
2. Termination for Bankruptcy. In the event either Party be adjudicated as bankrupt or insolvent, files a voluntary petition for bankruptcy, files an arrangement with creditors to take advantage of any insolvency law, or is liquidated by any state or federal regulatory agency, this Provider Agreement shall automatically terminate.
3. Termination for Non-Payment. Either Party shall have the right to terminate this Provider Agreement if the other Party does not pay any fee or charge when due and such failure continues for a period of thirty (30) days after the notifying Party gives written notice thereof.
4. Termination for Changes to Provider Agreement. In the event Simversity makes a change to this Provider Agreement, and Provider does not wish to be bound by the change, Provider may terminate this Provider Agreement as set forth in Section 2.
1. Infringement of Copyright of the Simversity Platform. Simversity shall have the right, at its sole discretion, to institute and prosecute lawsuits against third persons for infringement of the rights associated with the underlying code of the Simversity Platform, Siminars or Simversity Website. Upon reasonable request by Simversity, Provider shall execute all papers, testify on all matters, and otherwise cooperate in every way necessary and desirable for the prosecution of any such lawsuit. Simversity shall reimburse Provider for the expenses incurred as a result of such cooperation.
2. Infringing Posted or Uploaded Content. Simversity will investigate and respond to any notice received alleging that content posted or uploaded to a Siminar or the Simversity Website infringes the copyright or trademark rights of a third party. Simversity will remove the alleged infringing content from the Siminars or the Simversity Website should Simversity determine that an infringement has occurred.
3. Content Submitted to Siminars. Simversity reserves the right to refuse to accept, post, display, transmit, edit and/or remove any content submitted to the Siminars or the Simversity Website that contains or references (i) pornography or obscene materials, (ii) pedophilia, incest or bestiality; (iii) threats of violence; (iv) hateful references to a race, ethnic group, religion, disabled persons, gender, age or sexual orientation; (v) violates the copyright, trademark or other proprietary rights of another; (vi) the private or confidential information of another person; and (vii) Spam, marketing for other services or products or malicious software code (such as viruses or malware), or that Simversity reasonably believes may be deemed to be offensive to Users of the Siminars or disruptive to the Siminars. Simversity retains the right to retain an archived copy of any removed content or to report any removed content, or content deemed to contain or reference any materials referenced in this Section, to law enforcement authorities or to comply with applicable laws or regulations. Simversity may also retain such content in order to preserve its rights. Simversity takes no responsibility for any content, including any malicious software programs, which are posted or submitted to the Siminars or any damages that such content may cause.
The Siminars or Simversity Website may include links to websites operated by third parties ("Third Party Websites") and such links may be posted to the Siminars by Simversity, Provider, Users of the Siminars or third parties. Simversity has no control over any Third Party Websites that may be linked from the Siminars. Simversity is not liable for any losses or damages any person may incur by navigating to any Third Party Websites that may be linked from the Siminars or the Simversity Website. The presentation of any Third Party Website on the Siminars is not an endorsement of any such Third Party Websites.
1. Force Majeure. Each Party shall be excused from performance and shall have no liability for any period (and to the extent that such Party is prevented or delayed from performing any services or other obligations under this Provider Agreement) as a result of third party nonperformance, failure or malfunction of computer or systems, failure or malfunction of telecommunications systems (including the systems of wireless telecommunications carriers), breach or other nonperformance by either Party's vendors or suppliers, strikes or labor disputes, war, terrorist acts, fire, acts of God, governmental regulations or other events which are beyond the reasonable control of such Party.
2. Waiver. The failure of either Party to enforce at any time any provision of this Provider Agreement or to exercise any right herein provided shall not in any way be construed to be a waiver of such provision or right and shall not in any way affect the validity of this Provider Agreement or any part hereof, or limit, prevent or impair the right of such Party subsequently to enforce such provision or exercise such right.
3. Governing Law and Venue. This Provider Agreement shall be construed in accordance with the laws of the State of Texas, without regard to its conflicts of laws provisions, and venue for any actions pertaining to this Provider Agreement shall be exclusively in the courts of law in Travis County, Texas.
4. Entire Agreement. This Provider Agreement, together with the Pricing Sheet referenced herein, represents the entire understanding between the Parties with respect to the matters contained herein. This Provider Agreement may be amended only by a written instrument signed by both Parties.
5. Survival. The provisions of Sections 8, 9, 11 and 13 shall survive any termination, expiration or cancellation of this Provider Agreement.
6. Notices. Any notice required or permitted hereunder that is intended for Simversity shall be in writing and may be given by personal service or by depositing same in the United States mail, first class postage prepaid, or by overnight delivery service to the address set forth on the Simversity Website.
7. Binding Effect/Assignment. This Provider Agreement is binding on the Parties and their respective successors and assigns. This Provider Agreement may not be assigned by either Party without the prior written consent of the other Party.
8. Severability. If any provision of this Provider Agreement, or the applicability of such provision to any Person or circumstance, shall be determined to be invalid by any court of competent jurisdiction, such provision shall be altered to the extent necessary to render it valid and enforceable, consistent with the parties' intentions, and the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law or equity.
9. Proprietary Nature of Simversity Marks, Platform and Website. The marks "Simversity," "Siminar" and the Simversity and Siminar logos are the proprietary trademarks of Simversity. The entirety of the Simversity Platform and the Simversity Website, excepting proprietary Provider Program Content or proprietary content of third parties, is the proprietary information of Simversity. Simversity's rights in and to the Simversity trademarks, Simversity Platform and Simversity Website are protected by U.S. and international intellectual property laws.
1. This Instructor Guidelines and Provider Privacy Policy (the "Provider Privacy Policy") is a part of the Provider Agreement and incorporated into the Provider Agreement by reference.
2. This Provider Privacy Policy will govern use of the Siminars, the Simversity Website and Simversity Platform by Provider and its agents ("Provider's Agent(s)") who may facilitate the Siminars or otherwise instruct Users of the Siminars. For purposes of this Provider Privacy Policy and Provider Agreement, Provider and Provider's Agent(s) shall be collectively referred to as "Instructors." Any person retained by Provider to facilitate Siminars or otherwise instruct Users of the Siminars shall be deemed to be an agent of Provider and such person's actions may be imputer to Provider.
3. This Provider Privacy Policy may change from time to time. The most current version of this Provider Privacy Policy will always appear on the Simversity Website.
1. In the event that Instructors intend to facilitate instruction of a Siminar, Instructors will be required to create a username/password combination to use the Siminars, Simversity Platform and Simversity Website. Instructors are solely responsible for maintaining the confidentiality of any username/password combination. Instructors will be held accountable for any activity on the Siminars, Simversity Platform or Simversity Website based upon access through their username/password combination. Should Instructors become aware of any abuse of their username/password combination, they should contact Simversity immediately. Simversity considers username/password combinations to be private information and will protect them accordingly.
2. Instructors agree to use the Siminars, Simversity Platform and Simversity Website only as set forth in this Provider Agreement and according to applicable laws and regulations. Instructors will be responsible for any content, postings and comments that they may submit to the Siminars or to Users enrolled in the Siminars. Instructors will be responsible for any of their actions which breach, or could be reasonably construed as a breach, of this Provider Agreement. Instructors may be held responsible for any damages caused by such breach. Simversity reserves the right to investigate any breach or alleged breach of this Provider Agreement and to report any breach or alleged breach of this Provider Agreement to law enforcement authorities should Simversity believe that an illegal or unlawful act has taken place as a result of any breach or alleged breach.
3. Simversity may terminate this Provider Agreement if it becomes aware of any actions by Instructors which breach or which can reasonably be construed as a breach of this Provider Agreement.
1. Simversity considers the names, addresses, email address and phone numbers of an Instructor or User to be the "Private Information" of the Instructor or User. Simversity considers the names, addresses, phone numbers and credit/debit card information of an Instructor or User to be the "Personally Identifiable Information" of the Instructor or User. Simversity will not share Instructors' Private Information or Personally Identifiable Information with anyone unless authorized to do so by Instructors. Simversity will always protect any portion of Instructors' Private Information or Personally Identifiable Information that it may retain and store.
2. Instructors may choose to share their Private Information with Users of the Siminars, but Instructors agree to assume all risk for any such disclosure and Simversity shall not be liable for any such disclosure.
3. Simversity reserves the right to edit and modify comments, postings and other submissions to the Siminars which may violate the privacy rights of Instructors or the privacy rights of a User or another person.
4. If Instructors discover an inadvertent submission of Instructors' or Users' Private Information or Personally Identifiable Information on the Siminars then Instructors should delete it or notify Simversity so that it may be deleted. Simversity disclaims any and all responsibility for any delay that may occur in deleting Private Information or Personally Identifiable Information from the Siminars.
5. Simversity only processes information submitted to the Siminars for the purposes described in this Provider Privacy Policy or in this Provider Agreement. These purposes include: display of submitted content or Provider Program Content; to improve Users' experience; research and analysis to improve the Siminars, Simversity Platform or Simversity Website and the services Simversity offers through them; ensuring the proper functioning of the Siminars, the Simversity Website and the Simversity Platform; developing new services or content for the Siminars, Simversity Website or Simversity Platform; and protecting the rights of Users.
Simversity may use cookies, which are small data files containing a string of characters and which are stored on computers. Cookies will not contain any Private Information.
1. Simversity may retain email communications from Instructors. Simversity will protect email communications and will not disclose any contents of the email communications unless Instructors explicitly state that the email was intended as a submission containing content for the Siminars or Simversity Website, in which case Simversity may choose to post the communication.
2. Should Users email Instructors with questions, complaints or comments, Instructors will protect such email communications and will not disclose any contents of the email communications unless the sender explicitly states that the email was intended as a submission containing content for the Siminars, in which case Instructors may post the communication on the Siminars. Emails posted on the Siminars will not disclose any Personally Identifiable Information or Private Information of the submitting User unless he/she so consents.
When accessing the Siminars, the Simversity Platform or Simversity Website may record information sent by a browser, including IP addresses. Simversity may use this information to improve Users' experience with the Siminars, Simversity Platform or Simversity Website or to identify persons who may violate this Provider Privacy Policy or this Provider Agreement. Simversity reserves the right to prevent any identified individuals violated this Provider Privacy Policy or this Provider Agreement from using or accessing the Siminars, Simversity Platform or Simversity Website.
1. Unless Simversity has express consent or as stated in this Provider Privacy Policy, it does not share any Private Information or Personally Identifiable Information with any third parties.
2. Instructors are expressly forbidden from sharing the Private Information or Personally Identifiable Information of Users of the Siminars with third parties, including third parties who are also Users, unless they have express written consent from the User whose information is to be shared. Any sharing of Users' information without their consent is an express violation of this Provider Privacy Policy and this Provider Agreement.
3. Simversity may be required to disclose Instructor's Private Information or that portion of Instructor's Personally Identifiable Information that Simversity may store with law enforcement authorities pursuant to a court order or other legal process or if Simversity has knowledge or a reasonable belief that a violation of applicable law has occurred through use of the Siminars, the Simversity Website or the Simversity Platform.
1. Provider may use information submitted by Users through the Siminars, or submitted to Instructors by other means including email, for Provider's own internal business purposes, including: to improve Provider's advertising efforts; research and analysis to improve the Siminars or Provider Program Content; ensuring the proper functioning of the Siminars; developing new services or content for the Siminars or Provider Program Content; display of Provider Program Content and protecting Users' rights.
2. Instructors may contact Users with email messages marketing Provider's goods and services should Instructors reasonably believe that the Users would be interested in purchasing such goods and services. Instructors shall cease contacting Users in the event that Instructors are contacted by Users indicating their desire to cease receiving such email communications.
3. Provider's Agent(s) may only use information submitted by Users through the Siminars, or submitted to Provider by other means including email, for Provider's internal business purposes as set forth in Section 9(a) or 9(b) of this Provider Privacy Policy. Provider shall, at all times, supervise any use by Provider's Agent(s) of information submitted by Users.
Provider will indemnify, defend and hold harmless Simversity, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including but not limited to, attorneys fees) arising from its breach of Sections 7(b) or 8 of this Provider Privacy Policy.
Although Simversity takes appropriate security measures to protect information submitted to the Siminars, its security efforts are dependent upon the security procedures of its hosting providers. Simversity cannot warrant or ensure that the hosting provider's security measures will protect information submitted to the Siminars.
Simversity will enforce this Provider Privacy Policy and this Provider Agreement and violation of their terms may prevent Instructors from using the Siminars or the Simversity Platform. Instructors should contact Simversity if they believe or know that a violation of this Provider Privacy Policy or Provider Agreement has occurred. If Simversity believes that a person may have used the Siminars or the Simversity Platform to obtain the Personally Identifiable Information of another User or for illegal or unlawful purposes then Simversity reserves the right to submit any and all information it has related to the alleged incident to law enforcement entities.
This website and software platform Copyright © 2009–2014 Simversity, Inc. All rights reserved.
The marks "Simversity," "Siminar," the Simversity logo and the Siminar logo are trademarks of Simversity, Inc. All rights reserved.
Siminars provided on this website may contain copyrighted and trademarked information proprietary to third parties, including the creators or authors of the Siminars. Rights in and to such proprietary information belongs solely to such third parties and Simversity makes no claim to title in and to such proprietary information.
