Success Builder User Terms of Service
IMPORTANT – READ THESE USER TERMS OF SERVICE (“USER TERMS”) CAREFULLY. BY CREATING AN ACCOUNT OR BY UTILIZING OR ACCESSING THE SUCCESS BUILDER SERVICES YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
These User Terms govern your access and use of the SUCCESS BUILDER platform, our website (including user portals, such as for account management), any SUCCESS BUILDER software applications that PIL may choose to provide at its discretion, content and materials made accessible by PIL through any of the foregoing, and includes any other services provided by PIL that you access in association with your account (collectively, the “Services“). The term “SUCCESS BUILDER” refers to the learning and training materials, service feature and any associated software products owned by PIL to which PIL grants you access as part of the Services, whether as a web-based, mobile application-based or other process or functionality.
Role of the Customer
An organization, individual or other third party that we refer to in these User Terms as “Customer” has invited you to set up an account in order to access the Services. For example, in instances where an organization has established subscriptions to the Services for a number of users, our Customer may be your employer.
Customer has separately agreed to our Customer Terms of Service and Subscription Agreement or otherwise entered into an agreement with us (in either case, the “Contract“) that permitted Customer to request a certain number of authorized SUCCESS BUILDER user accounts so that you and others could join (each invitee granted access to the Services, including you, is an “Authorized SB User“). The Contract provides terms by which Customer can invite Authorized SB Users to access the Services.
When an Authorized SB User (including, you) submits content or information to the Services, such as comments and other feedback regarding curriculum or other material accessible as part of the Services (“Customer Data“), you acknowledge and agree that the Customer Data is controlled by Customer. You acknowledge that PIL may exercise any license(s) granted by Customer to the Customer Data.
The Relationship Between You, Customer and Us
AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED SB USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED SB USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA BY PIL AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED SB USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. PIL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.
These User Terms will remain in effect until Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by Customer or us. Please contact Customer if you wish to terminate your account. In the event of account termination, content that you posted or provided within SUCCESS BUILDER may remain accessible to Customer and other users pursuant to terms agreed to by Customer.
You agree that in using the Services and associated software application(s), you will:
- comply with all applicable laws and governmental regulations, including, but not limited to, all intellectual property, data, privacy, and export control laws, and regulations promulgated by any government agencies;
- upload and disseminate only Customer Data to which you or Customer owns all required rights under law and under contractual and fiduciary relationships (such as proprietary and confidential information subject to nondisclosure agreements);
- use commercially reasonable efforts to prevent unauthorized access to or use of the Services;
- keep your login credentials confidential; and
- promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your account(s), including any loss, theft, or unauthorized disclosure or use of a username, password, or account.
- only display or perform the content in a public setting, including a conference room or classroom, if Customer has purchased seats for all Authorized SB Users.
You agree not to:
- permit any third party to access or use your login credentials for the Services;
- share, transfer or otherwise provide access to an account designated for you to another person;
- use the Services to post, share, store or transmit any Customer Data that may infringe upon or misappropriate any third party’s trademark, copyright, or other intellectual property, or that may be tortious or unlawful;
- upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component;
- attempt to reverse engineer, decompile, disable, interfere with, disassemble, modify, translate, or disrupt the features, functionality, integrity, or performance of the Services or associated applications (except to the extent such restrictions are prohibited by applicable law);
- attempt to gain unauthorized access to the Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Services;
- access the Services in order to build a similar or competitive product or service or copy any materials, content, ideas, features, functions, algorithms, user interfaces or graphics of the Services;
- retain any copies of materials provided by PIL in association with the Services for access outside of a PIL-provided website or application, or engage in or use any data mining, robots, scraping or similar data gathering or extraction methods in association with the Services;
- share, publish, perform or otherwise make any SUCCESS BUILDER programs, website or any associated content available in any manner to any third party (provided that you may share your comments and other feedback regarding materials accessible as part of the Services with Customer or other Authorized SB Users); or
- authorize, permit, enable, induce or encourage any third party to do any of the above.
In our discretion, we may take action with respect to your account or any Customer Data in response to violations of these User Terms (which may include suspending or terminating your account and access to the Services), or may ask Customer to take action (such as removing certain Customer Data).
Age Restrictions and Intended Recipient
The Services are not intended for and should not be used by minors. You represent that you are over the legal age and are the intended recipient of Customer’s invitation to the Services.
Copyright, Trademarks, and Other Rights
Unless otherwise indicated, the Services, including the SUCCESS BUILDER platform, associated website, user portals and any mobile applications, and all content and other materials therein, including, without limitation, the SUCCESS BUILDER logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Site Materials”) are the property of Partners In Leadership IP, LLC (“Partners”) and are protected by U.S. and international copyright laws. PARTNERS IN LEADERSHIP, SUCCESS BUILDER, the SUCCESS BUILDER logo, and other Partners trademarks, service marks, graphics, and logos used in connection with the Services are trade names, trademarks or registered trademarks of Partners (collectively “Partners Marks”). Other trademarks, service marks, graphics and logos used in connection with the Services are the trademarks or registered trademarks of their respective owners (collectively “Third Party Marks”). The Partners Marks and Third-Party Marks may not be copied, imitated, or used, in whole or in part, without the prior written permission of Partners or the applicable trademark holder. The Services, including the SUCCESS BUILDER website, any associated mobile applications, and the content accessible within the website and any mobile applications, are protected by copyright, trademark, patent, trade secret, international treaties, state and federal laws, and other proprietary rights and also may have security components that protect digital information only as authorized by Partners or the owner of the content. All rights not expressly granted are reserved.
In certain circumstances agreed to by Customer and PIL, you may be given access to trade secret material of PIL, which may be subject to additional access terms specified in a separate agreement. You agree that you will keep all trade secret materials and other confidential materials that you access in association with the Services confidential and will take reasonable steps to prevent any unauthorized parties from viewing such materials.
Limitation of Liability
IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY. OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE USER TERMS IS FIFTY DOLLARS ($50) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Application of Consumer Law
SUCCESS BUILDER is intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply.
No failure or delay by us in exercising any right under the User Terms will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.
You may not assign any of your rights or delegate your obligations under these User Terms, whether by operation of law or otherwise, without our prior written consent. We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
Governing Law and Disputes
The User Terms and any disputes arising out of or related hereto, will be governed exclusively by the same applicable governing law of the Contract, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue of the Contract will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms, or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Contract. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
The sections titled “The Relationship Between You, Customer, and Us,” “Limitation of Liability,” and all of the subsections under the heading “Miscellaneous Terms” will survive any termination or expiration of the User Terms.
Compliance with Laws
For the avoidance of doubt, nothing herein shall inhibit PIL’s ability to comply with any applicable laws. Furthermore, PIL reserves the right to revise these User Terms to meet any requirement imposed by any applicable law, rule or regulation, or to address matters concerning confidentiality.