Date Last Modified: May 6th, 2021
BY ACCESSING THE 360 COURSES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO THIS AGREEMENT OR ANY OF ITS TERMS, THEN YOU WILL NOT HAVE ANY LICENSE TO ANY 360 COURSES. 360’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS OF THIS AGREEMENT; IF THESE TERMS ARE CONSIDERED AN OFFER BY 360, THEN ACCEPTANCE IS LIMITED TO THESE TERMS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND 360.
If You are accepting this Agreement on behalf of a company, organization, government or other legal entity, you represent and warrant that (i) You are authorized to do so, and (ii) the entity agrees to be legally bound by this Agreement.
The 360 Courses and website are available only to persons who are the age of majority and can form legally binding contracts under applicable law. Without limiting the foregoing, the 360 Courses and website are not intended to be used by individuals under the age of 18. If You do not qualify, please do not use or access the 360 Courses or website.
1. LICENSE. Subject to the terms and conditions of this Agreement, 360 grants You, subject to 360's receipt of all appropriate license fees, a personal, restricted, time-limited, non-exclusive, non-transferable, non-sublicenseable, revocable license to access and use the 360 Courses purchased by You solely Your personal or internal business purposes and solely from the LMS360 (the “License”).
2.1 The License granted hereunder is personal to You. You may not transfer any of the rights granted to You under this Agreement, nor may You permit third parties, including but not limited to Your subsidiaries and affiliates, to benefit from the use or functionality of the 360 Courses. Any attempt by You to transfer any of the rights, duties or obligations hereunder is void and will be deemed a breach of this Agreement. The 360 Courses are licensed as a single product; they may not be shared or used by multiple users. A 360 Course may not be assigned to another person once You have enrolled in a 360 Course. Libraries and bundles of 360 Courses are available for a single user only and may not be separated or used by multiple users.
2.2 You may not directly or indirectly through a third party, nor authorize any third party to, do any of the following: (i) use, copy, print, modify, adapt, create derivative works of, market, deliver, rent, lease, sublicense, make, have made, assign, pledge, transfer, sell, offer to sell, import, distribute, publicly perform, publicly display, or otherwise grant rights to the 360 Courses, or any copy thereof, in whole or in part, except as expressly provided in this Agreement; (ii) reverse engineer, disassemble, decompile, or translate the 360 Courses, or otherwise attempt to derive the source code, structural framework or the data records of the 360 Courses; (iii) loan or resell the 360 Courses, or any part thereof in any way including, but not limited to, making the 360 Courses available to any other person, including using on a service bureau or time sharing basis, via shared access to a computer network or access information, which may include the log-in name and password or other authentication data for the 360 Courses; (iv) remove any proprietary notices or labels from the 360 Courses; or (v) make copies of the 360 Courses, copy any printed materials or documentation accompanying the 360 Courses or give copies to another person, or duplicate the 360 Courses by any other means, including electronic transmission, except as specifically set forth herein. You may print one copy of an e-kit (student materials provided electronically) solely in accordance with the instructions provided to You regarding the specific e-kit transmitted to You. IN NO EVENT ARE YOU AUTHORIZED TO DOWNLOAD ANY 360 COURSES ONTO YOUR COMPUTERS, SERVERS OR OTHER DEVICES. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE 360 COURSES TO ANY SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
2.3 You may not directly or indirectly through a third party, nor authorize any third party to, do any of the following: (i) copy the LMS360 or any part thereof; (ii) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code from the LMS360; (iii) write or develop any derivative or other software programs based, in whole or in part, upon the LMS360; (iv) interfere with or disrupt the integrity or performance of the LMS360 or any data contained therein; (v) attempt to gain unauthorized access to the LMS360 or its related data, systems or networks; (vi) publish or disclose to third parties any evaluation of the LMS360 without 360’s prior written consent; and/or (vii) perform vulnerability, load or any other test of the LMS360 without 360’s prior written consent.
3. OWNERSHIP. The 360 Courses (including but not limited to all copyrights, patents, patent applications, trade secret rights, trademarks, source code, text and any images, photographs, icons, graphics, animations, video, audio, music, and all other media incorporated into the 360 Courses) and the LMS360 are the property of 360 or its licensors and suppliers and are protected by U.S. and international copyright and other intellectual property laws and treaties. The 360 Courses are licensed, not sold, to You for use only under the terms of this Agreement, and 360 reserves all rights not expressly granted to You. 360training.com, the 360 Course names, and the 360 logo referenced in the 360 Courses are either trademarks or registered trademarks of 360. Other product and company names mentioned in the 360 Courses are the trademarks of their respective owners. For clarification, You will have no ownership or other right, title or interest in and to the 360 Courses, including but not limited to any copyright and trademark rights, except as for the limited License to the 360 Courses purchased by You. You will indemnify 360 for any and all costs, expenses and damages incurred by 360 as a result of Your infringement of 360'’s and its licensors’ intellectual property rights in or to the 360 Courses.
4. TERM. Every 360 Course has an expiration date. Unless indicated otherwise in the 360 Course, each 360 Course License will expire one (1) year after it is licensed by You. Your License to a 360 Course commences on the date You licensed the 360 Course from 360 (the date of online payment or the invoice date if not purchased online) and will terminate on the sooner to occur of: (i) the date You successfully complete the licensed 360 Course as evidenced by passing the final exam and/or being eligible for a certificate of completion; or (ii) the date the 360 Course License expires. You agree and understand that upon termination of the License, You will no longer be able to use or access the 360 Course You licensed. Sections 2 ("Restrictions"), 3 ("Ownership"), 8 ("Warranty Disclaimer"), 9 ("Limitation of Liability"), 11 ("Export Law"), 12 ("General") and 14 (“Modifications”) will survive termination of the licenses granted under this Agreement.
5. TERMINATION. This Agreement will terminate with respect to a 360 Course License immediately without notice to You (i) upon Your License terminating pursuant to Section 4; or (ii) if You breach any term or condition of this Agreement. 360 reserves the right to modify or terminate any 360 Course or 360 services and/or product offerings at any time without notice to You. You may terminate a 360 Course License at any time by notifying 360 in writing. Upon receipt of notice of termination, the 360 Course License will terminate, and You will no longer be able to use or access such 360 Course. Further, in the event of a termination or expiration of any agreement between 360 and a third party supplier of a 360 Course, Your right to access and use such 360 Course will also terminate.
6. THIRD PARTY SOURCES. You acknowledge that the 360 Courses may incorporate information that is proprietary to one or more third party(ies). Such third party(ies) and 360 suppliers are third party beneficiaries of this Agreement with the authority to enforce those portions of this Agreement that are relevant to the agreements they have with 360 directly against You.
7. CONTENT MAINTAINED BY 360. You acknowledge and agree that: (i) 360 may, from time to time, elect to update the 360 Courses, but 360 does not warrant or guarantee that any 360 Courses will be updated, or that any updates will be made available to You, at any time during the term of this Agreement; (ii) 360 does not assume, and expressly disclaims, any obligation to update and include any information in the 360 Courses; (iii) 360 is not advocating the use of any product described in the 360 Courses (or elsewhere), nor is 360 responsible for misuse of a product due to typographical or other errors in the 360 Courses, Your negligence or otherwise; (iv) You agree to seek additional information on any product from the manufacturer; and (v) You will use the content included in the 360 Courses only as a reference aid, and that such content is not intended to be (nor should it be used as) a substitute for the exercise of professional judgment. In view of the possibility of human error or changes in technology, You should confirm the content in the 360 Courses through independent sources.
8. WARRANTY DISCLAIMER.
8.1 THE 360 COURSES ARE PROVIDED TO YOU "AS IS" AND "WITH ALL FAULTS." 360 AND ITS AFFILIATES, AGENTS, DISTRIBUTORS, SUPPLIERS AND LICENSORS: (i) CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR NON-INFRINGEMENT OF THE 360 COURSES PROVIDED HEREUNDER OR THAT YOUR USE OF THE 360 COURSES WILL BE ERROR-FREE OR UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET YOUR REQUIREMENTS OR FUNCTION IN ACCORDANCE WITH RELATED DOCUMENTATION IN EVERY COMBINATION OF HARDWARE PLATFORM, SOFTWARE ENVIRONMENT AND PRODUCT CONFIGURATION; AND (ii) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, GUARANTEES, AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ANY USE OF THE 360 COURSES IS ENTIRELY AT YOUR OWN RISK, INCLUDING THE RISK FOR SELECTING THE 360 COURSES TO ACHIEVE YOUR INTENDED RESULTS AND PERFORMANCE, AND FOR USE OF THE 360 COURSES. To the extent warranties cannot be disclaimed or excluded, they are limited to the duration of the minimum warranty period required by law.
8.2 JOB PLACEMENT DISCLAIMER. 360 does not guarantee job placement upon enrollment, use, or completion of any 360 Course.
9. LIMITATION OF LIABILITY.
9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER 360 NOR ITS AFFILIATES, AGENTS, LICENSORS, DISTRIBUTORS OR SUPPLIERS WILL BE LIABLE UNDER ANY CLAIM, DEMAND OR ACTION ARISING OUT OF OR RELATING TO YOUR USE OF THE 360 COURSES, OR 360'S PERFORMANCE OF (OR FAILURE TO PERFORM) ANY OBLIGATION UNDER THIS AGREEMENT, FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION COSTS, DAMAGES FROM LOSS OF BUSINESS INFORMATION OR OTHER DAMAGES CAUSED BY THE INABILITY TO USE THE 360 COURSES, EVEN IF 360, ITS AFFILIATES, AGENTS, LICENSORS, DISTRIBUTORS OR SUPPLIERS HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES WERE FORESEEABLE.
9.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL 360’S AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY, FOR DAMAGES IN CONNECTION WITH THIS AGREEMENT, THE 360 COURSES AND THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE 360 COURSE FROM WHICH SUCH LIABILITY AROSE. THE FOREGOING APPLIES NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.
9.3 THIS LIMITATION OF DAMAGES SET FORTH HEREIN CONSTITUTES A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN 360 AND YOU.
9.4 THIS AGREEMENT IS NOT INTENDED TO AND DOES NOT CHANGE OR EXCLUDE ANY STATUTORY CONSUMER RIGHTS THAT CANNOT BE LAWFULLY CHANGED OR EXCLUDED. SOME COUNTRIES, STATES, JURISDICTIONS AND/OR PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, REPRESENTATIONS OR CONDITIONS AND/OR DO NOT ALLOW PRODUCTS OR SERVICES TO BE SOLD WITH NO WARRANTIES, REPRESENTATIONS OR CONDITIONS. ACCORDINGLY, IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE SECTIONS TITLED “WARRANTY DISCLAIMER” AND “LIMITATION OF LIABILITY” MAY NOT APPLY TO YOU. ONLY THOSE LIMITATIONS AND EXCLUSIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND, IN SUCH INSTANCES, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
10. U. S. GOVERNMENT END USERS. If You are using or accessing the 360 Courses and You are a government employee, then note that the 360 Courses are a "commercial item" as that term is defined at FAR 2.101 (Oct 1995), consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (Sep 1995) and is provided to the U.S. Government only as a commercial end item. Consistent with FAR. 12.212 and DFARS 227.7202 (Jun 1995), all U.S. Government end users acquire the 360 Courses with only those rights set forth herein. Any use, modification, reproduction, release, performance, display, disclosure or transfer of the 360 Courses by the U.S. government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
11. EXPORT LAW. The 360 Courses and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Unless specifically authorized in writing by 360 prior to any access, You agree not to export the 360 Courses including but not limited to re-exporting the 360 Courses, or any part thereof, or any process that is the direct product of the 360 Courses, to any country, person, or entity in violation of U.S. export restrictions. In any case, You will indemnify and hold 360 harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorneys’ fees) arising from or relating to any breach by You of Your obligations under this Section 11. Your obligations under this Section 11 will survive the expiration or termination of this Agreement.
12.1 GOVERNING LAW AND VENUE. This Agreement will be governed and interpreted in accordance with the laws of the state of Texas, exclusive of its choice of law rules, and where applicable, the laws of the United States of America. You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, the jurisdiction and venue of the federal and state courts located in Travis County, Texas (USA). The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded. Notwithstanding the foregoing, You or 360 may seek injunctive or other equitable relief to protect Your or 360’s intellectual property (like copyrights and trademarks) in any court with competent jurisdiction.
12.3 WAIVER. The failure of either party to require strict performance by the other party of any provision hereof will not affect the full right to require such performance at any time thereafter; nor will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Any waiver of any right or provision herein will not be effective unless in writing and signed by authorized representatives of both parties.
12.4 ASSIGNMENT. You may not assign Your rights or obligations under this Agreement without the prior written consent of 360, which 360 may refuse in its sole discretion. Any attempted assignment without prior written consent from 360 will be deemed null and void. 360 may assign its rights and/or obligations under this Agreement at any time. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.5 SEVERABILITY. If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party's rights under this Agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part of this Agreement a provision that will be as similar as possible in economic and business objectives as was intended by the unenforceable provision.
12.6 COMPLETE AGREEMENT. Unless You have a separate written agreement with 360 that specifically states such written agreement prevails over this Agreement, this Agreement is the complete and exclusive statement of the agreement between 360 and You, for the time-limited license to access products as a part of this transaction, which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. Except as otherwise provided in this Agreement, any modifications must be in a writing signed by both parties by their duly authorized representatives. Section headings are used for convenience only and will in no way affect the construction or interpretation of this Agreement. This Agreement will be interpreted without application of any strict construction in favor of or against You or 360.
12.7 REFUND POLICY. The 360 refund policy is located here, and is hereby incorporated into this Agreement.
12.8 NOTICES. You consent to receive electronically any communications from 360. We may communicate with You through the email address specified in Your account or by posting notices on the 360 website. You agree that all agreements, notices, disclosures and other communications that are provided to You electronically satisfy any requirement that such communications be in writing. All notices from 360 intended for receipt by You will be deemed delivered and effective when sent to the email address You provide to 360.
Notices to 360 must be sent to: 360training.com, Inc., Attn: Chief Legal Officer, 5000 Plaza on the Lake, Suite 305, Austin, TX 78746.
12.9 FORCE MAJEURE. Except with respect to any payment to be made to 360 hereunder, neither party will be liable for any failure, deficiency or delay in the performance of its obligations under this Agreement due to any force majeure, which will include but not be limited to any storm, flood, fire, aircraft damage, explosion, electrical or communication line failure, disturbance, war or military action, acts of terrorism, Government act or administrative delay, equipment failure or non-delivery, inability to obtain materials or any cause or matter whatsoever not within the reasonable control of such party. In the event of such a force majeure, the affected party will be entitled to a reasonable extension of time for the performance of its obligations under this Agreement.
12.10 RELATIONSHIP. No agency, partnership, joint venture or employment relationship is created by this Agreement or Your use of the 360 Courses, and You do not have any authority of any kind to bind 360 in any respect whatsoever.
12.11 ENGLISH LANGUAGE. This Agreement is in the English language only, which language will be controlling in all respects. No translation, if any, of this Agreement into any other language for convenience or to meet local requirements will be of any force or effect in the interpretation of this Agreement or in determination of the interests of either party hereto. Furthermore, all correspondence, notices, claims, suits and other communication between the parties hereto will be written or conducted in English. It is the express wish of the parties that this Agreement and/or any related documents have been drawn up in a language other than French. French translation: Il est de la volonté expresse des parties que le présent contrat et/ou tous les documents qui s’y rattachent soient rédigés dans une langue autre que le français.
13. GRIEVANCE PROCEDURE. If You are dissatisfied with the services that 360 has provided for You, You may direct Your written complaint, grievance, or dispute as follows:
- (a) First Level of Contact: Customer Service Department
- (b) Second Level of Contact: Manager, Customer Service Department
- (c) Top Level of Contact: Director, Sales and Customer Service Division
- (d) Address:
5000 Plaza on the Lake
Austin, TX 78746
Customer Service # 1-877-881-2235
- (e) Please provide a detailed explanation of Your issues including contact information where You can be reached. You will be contacted to discuss an agreeable resolution.
- (f) A different grievance procedure may apply to You if You are using the 360 Courses subject to a contract between Your organization and 360 or a 360 distributor. In that case You should contact the appropriate person within Your organization to inquire about the grievance procedure that applies to You.
14. MODIFICATIONS. 360 reserves the right, in its discretion, to change, modify, add to, or remove portions of the terms of this Agreement (collectively, “Changes”), at any time. 360 will notify You of Changes by sending an email to the address identified in Your account or by posting a revised version of the Agreement incorporating the Changes to 360’s website. Your continued use of or access to 360 Courses following notice of the Changes or posting of the Agreement incorporating the Changes on the 360 website will mean that You accept and agree to the Changes. Such Changes will apply prospectively beginning on the date the Changes are posted to the 360 website.
360training.com, Inc., 2021. All Rights Reserved.