Terms of Service Agreement
By submitting your Registration Form, you are agreeing to the terms of this Terms of Service Agreement (the “Agreement”). Please read this Agreement carefully before submitting the Registration Form. The following terms and conditions of the Agreement will be legally binding on the Customer upon submitting the Registration Form.
Cascade Employers Association (Cascade) has developed on-demand training courses which Customers can access through Cascade’s Learning Management System. This Agreement governs Customer’s use of content from Cascade’s Learning Management System.
If You are entering into this Agreement on Your own behalf, then the terms “You,” “Your” and “Customer” mean the individual entering into this Agreement and such individual is personally bound by all of the terms and conditions of this Agreement. If You are entering into this Agreement on behalf of a company, You represent and warrant that You are acting in your capacity as an authorized representative or agent of such company and that You have the authority to bind such company to the terms and conditions of this Agreement. If You are entering into this Agreement on behalf of a company, the terms “You,” “Your” and “Customer” also mean such company and all of its directors, managers, officers, employees, and agents to the extent of their use of the Content, and/or action or inaction in connection with this Agreement, as the case may be.
Definitions
“Documentation” means any and all materials in written, computer-readable or other form or format, including but not limited to HTML and PDF, containing information about the Licensed Products, instructions regarding the Licensed Products, or that generally accompany the Licensed Products.
“Intellectual Property Rights” means all rights, title, interest, or license in or to any inventions, patents, trademarks, trade secrets, technical data, logos, graphics, icons and images, videos, other content, computer software, software documentation or any other intellectual property owned by Cascade or its third-party providers.
“Customers” shall mean companies, business entities, government agencies, and individuals which are customers or potential customers of Cascade.
“Marks” means those registered and unregistered trademarks, service marks, proprietary trade names, logos, and indicia of origin and other distinctive branding features for Cascade.
“Licensed Products” shall mean all on-demand training content made available to Customer through Cascade’s Learning Management System or any other means.
Grant of Limited Use; Restrictions
Subject to the terms of this Agreement, including but not limited to Cascade’s timely receipt of all fees owed by you under the Registration Form(s), Cascade hereby grants to Customer a nonexclusive, non-transferable, limited, license to use the Content along with other products and services summarized in the Registration Form.
The Content shall be used solely for Your internal purposes only and cannot be resold, sublicensed, or used for other commercial purposes. The license is for only the specified number of users in the Registration Form (additional seat licenses can be procured through a subsequent registration form). You acknowledge that Cascade may also maintain and monitor Your uses and users for the purpose of ensuring compliance with this Agreement.
You may not access or use the Content for any purposes which are not consistent with applicable federal, state or local laws, rules or regulations (“Laws”). It is Your sole responsibility to determine which Laws are applicable to your particular use(s) of the Content. Any violation by you of Laws in Your use of the Content shall be deemed, immediately and retroactive to the first such use, an event of Default.
You may not access or use the Content for any directly competitive purposes, except with Cascade’s prior written consent, but in any case, you agree not to use the Content in any way that is directly competitive with Cascade, namely, using it to competitively position other content, whether it be Your own or a third party’s which you are associated with directly or indirectly.
Sublicensing or delegation by Customer of any of the above granted rights is strictly prohibited. Customer shall not utilize in any way any or all of the Licensed Products or Documentation in any manner that is not explicitly authorized in the Agreement. Further, Customer shall not have the right to: (i) reverse engineer, decompile, disassemble, re-engineer or otherwise create or attempt to create or permit, allow or assist others to create the source code of the Licensed Products or their structural framework, as applicable, without Cascade’s advance written consent; (ii) assign, transfer, disclose or otherwise distribute the Sublicense Agreement, the license granted thereunder or the Licensed Products to any other Party.
Ownership
Customer acknowledges that (a) the Licensed Products; (b) the Documentation; (c) the third-party provider Marks and (d) all Intellectual Property Rights in any of the foregoing are and shall remain the sole and exclusive property of Cascade, or if applicable, their licensors and/or suppliers. Customer specifically acknowledges that the Cascade Marks and all goodwill associated therewith are the exclusive and sole property of Cascade and that all use thereof inures to the benefit of Cascade. Customer understands that the Agreement does not convey any title or ownership in or to the Licensed Products, the Documentation, the Intellectual Property Rights of Cascade, or the Cascade Marks to Customer, but instead only gives Customer the limited rights set forth under the terms and conditions of this Agreement.
Confidentiality
During the term of this Agreement, Cascade and Customer may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means information belonging to Cascade or Customer which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Party’s information. Each party will protect the other’s Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information and will not use the other party’s Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by any Agency; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure. Expiration or termination of the Agreement does not relieve any party from its obligations to protect confidential information received during the term of the Agreement.
Warranty; Warranty Disclaimer. CASCADE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO ITS PERFORMANCE HEREUNDER OR THE LICENSED PRODUCTS AND DOES NOT WARRANT THAT THE OPERATIONS OF THE LICENSED PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE. THE LICENSED PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS AND CASCADE DISCLAIMS ANY OTHER EXPRESS OR IMPLIED WARRANTY REGARDING THE LICENSED PRODUCTS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES REGARDING MERCHANTABILITY, TITLE, ACCURACY OF CONTENT OR FITNESS FOR A PARTICULAR PURPOSE.
Term and Termination
This Agreement shall commence on the date the Registration Form is submitted or an individual(s) is otherwise enrolled in a covered course, and shall continue in full force and until terminated as defined as follows:
Termination by Mutual Consent
This Agreement may also be terminated immediately upon the mutual written consent of both Parties.
Termination for Breach
Either Party may terminate this Agreement in its entirety upon written notice to the other Party if such other Party materially breaches any of the terms of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice specifying in detail the nature of the breach.
Effect of Termination
Upon expiration or termination of this Agreement, Customer shall return or destroy all Licensed Products and Confidential Information supplied by Cascade to Customer. Cascade will remove Customer’s access to all Licensed Products
Surviving Terms
Sections on Grant of Limited Use; Restrictions; Ownership; Confidentiality, and Assignment shall survive and remain in effect after the termination or expiration of this Agreement.
Remedies
These terms regarding the effect of terminating the Agreement do not limit either Party’s remedies for the other Party’s breach of this Agreement.
Assignment
This Agreement may not be assigned or otherwise transferred by either party in whole or in part, by operation of law or otherwise, without the express prior written consent of the other party, which consent will not be unreasonably withheld; provided, however, that either party may assign this Agreement in its entirety (including all Registration Forms), without the other party’s consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that such party (a) is not a direct competitor of the non-assigning party, and (b) the assignee agrees in writing, prior to the consummation of the change in control event, to the assignment and assumption of this agreement, including the obligations set forth herein. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement immediately upon written notice. Subject to the foregoing, this Agreement shall benefit and be binding upon the respective successors and permitted assigns of the parties hereto.
Severability
If any part, term, or provision of the Agreement shall be held void, illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, the validity of the remaining provisions shall not be affected thereby.
Choice of Law; Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon without regard to its conflicts of laws principles and any action brought to enforce any provision or obligation hereunder shall be brought in a court of competent jurisdiction in or serving Marion County, Oregon, and You hereby submit to such personal jurisdiction. The substantially prevailing party in any such proceeding shall be entitled to receive from the other party all reasonable attorneys' fees incurred by such prevailing party and all costs reasonably incurred in connection therewith.
Notification of Changes
This Agreement is the entire agreement between You and Us regarding your use of the Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
Force Majeure
Neither party shall be in default by reason of any failure in the performance of this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of such party, including but not limited to, third-party computer or telecommunications equipment or software failures, default by subcontractors or suppliers, acts of God or of the public enemy, domestic or foreign governmental acts, labor, fire, flood, epidemic, pandemic and/or strikes.
Independent Contractors
The parties are and will remain independent contractors. Neither party has any authority to act on behalf of the other party or to bind it and in no event will the parties be construed to be partners, employer-employee, or agents of each other.
Entire Agreement
This Agreement, with any associated Registration Form, constitutes the entire agreement between Cascade, and Customer with respect to Your use of the Content and the parties acknowledge that they have not relied on any representations outside of this Agreement in deciding to enter into this Agreement. The failure or delay of either party to strictly enforce any of the terms and conditions in this Agreement shall not be construed as a waiver of any right to enforce any prior, concurrent, or subsequent defaults.