Pease & Associates LLC, (HEREINAFTER “COMPANY”) PROVIDES ITS SERVICE (AS DEFINED HEREINAFTER) AND WEBSITE (AS DEFINED HEREINAFTER) SUBJECT TO THE FOLLOWING TERMS OF USAGE; WHICH MAY BE UPDATED BY COMPANY FROM TIME TO TIME WITHOUT NOTICE TO USER.
- Definitions. For purposes of this Agreement, the following definitions shall apply:
- “Acceptance” means that User has accepted the terms of this Agreement and has manifested said acceptance by accessing and using the Website.
- “Education Content” means Company’s compilation of educational, instructional and/or training Electronic Data Files, as updated and modified from time to time.
- “Electronic Data Files” means data stored as audio files, graphic files, video files or other electronic files, which may be included in or constitute the Education Content when the Education Content is submitted to Company for publication on the Website, which audio, graphic, video, or other electronic files may be submitted in the following electronic formats: JPEG files, GIF files, MPEG files, bitmap graphic files, Real Audio files, PDF, or in any other popular file format for the storage of such electronic data.
- “Intellectual Property Rights” means all intellectual property rights worldwide arising under statutory or common law, and whether or not perfected, including, without limitation, all: (i) Patents and patent applications; (ii) Rights associated with works of authorship, including copyrights, copyright applications and copyright registrations; (iii) Rights relating to the protection of trade secrets, know how, technology and confidential information; (iv) Rights relating to the protection of databases, lists and other compilations of data; (v) Moral rights and industrial property; and (iv) Divisions, continuations, renewals, reissues and extensions of the foregoing (as and to the extent applicable) now existing, hereafter filed, issued or acquired.
- “Website” means the Web site owned or controlled by Company, located and accessible at the universal resource locator/address https://www.peasebell.com/.
- “Website Content” means Education Content and all other information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (collectively the “Website Content”) presented on or otherwise contained in the Website.
- Description of Services. Company provides Users with access to the Website Content through its Website which may be accessed through any various medium or device now known or hereafter developed (the “Service”) for the purpose of providing training and education for Users to enhance or develop the Users’ knowledge and skills. Users are members of the general public or members of, employed by or otherwise affiliated with various types and sizes of employers or industry or trade associations who are affiliated with Company. User understands and agrees that the Service may include advertisements and that these advertisements are necessary for Company to provide the Service. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to this Agreement. User is responsible for obtaining access to the Service and for those fees associated with accessing the Service and viewing the Website Content. In addition, User must provide and be responsible for all equipment necessary to access the Service. Unless otherwise indicated in the relevant content, and on the condition that you comply with all of your obligations under this Agreement, you are authorized to view, copy, print, and distribute (but not modify) the Website Content; provided that (i) such use is for informational, noncommercial purposes only, and (ii) any copy of the content that you make must include the copyright notice or other attribution associated with the content.
- Access. User acknowledges that the traffic of data through the Internet may cause delays during the download of information or Content from the Website. User further acknowledges that the Website and the Website Content may not be available on a continual, twenty-four (24)-hour basis due to such delays and due to delays caused by Company upgrading, modifying, or maintaining the Website, and User shall not hold Company liable for any such delays.
- Modifications to Service. Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. User agrees that Company shall not be liable to User or to any third party for any modification, suspension or discontinuance of the Service.
- Rules of Conduct. User is responsible for all Website Content that User uploads, posts, emails, transmits or otherwise makes available via the Service. Company does not control the Website Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Website Content. User understands that by using the Service, User may be exposed to Website Content that is offensive, indecent or objectionable. Under no circumstances will Company be liable in any way for any Website Content, including, but not limited to, any errors or omissions in any Website Content, or any loss or damage of any kind incurred as a result of the use of any Website Content posted, emailed, transmitted or otherwise made available via the Service.
User understands and agrees that the Website may not be used to:
- Infringe the Intellectual Property Rights of any third party or of Company, including, but not limited to, posting, distributing, storing, transmitting, or destroying any material in any manner that will infringe on any Intellectual Property Rights of others;
- Post, upload, distribute, store, or transmit any information that User does not have the right to disclose or make available under any law or under contractual or fiduciary relationship (such as insider information or proprietary research);
- Stalk, intimidate, or harass anyone or otherwise violate the privacy or personal rights of others;
- Upload, post, distribute, email, transmit or otherwise make available any content that Company deems in any way to be vulgar, obscene, threatening, abusive, fraudulent, libelous, defamatory, hateful, racially or ethnically objectionable, or unlawful;
- Upload, post, email, distribute, transmit or otherwise make available any material that contains viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or other telecommunications equipment;
- Engage in any activity that violates any laws, including, but not limited to, conspiring to violate laws or transmitting any material that, intentionally or unintentionally, violates any applicable local, state, federal, or international law, rules or regulations;
- Harvest or collect email addresses or other contact information from other users of the Service or Website by electronic or other means for any purpose, including, but not limited to, unsolicited emails or other unsolicited communications;
- Forge headers or otherwise manipulate any identifiers in order to disguise the origin of any communication made or transmitted through the Service or Website;
- Impersonate, falsely state, or otherwise misrepresent, either intentionally or by omission, User’s identity, age, affiliation with any entity, current or previous position, or any other personal information;
- Upload, post, email, transmit, distribute, or otherwise make available any private information of a third party, including addresses, phone numbers, email addresses, social security numbers, and credit card information;
- Upload, post, email, transmit, distribute, share, or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “spam”, “pyramid schemes”, “junk mail”, “chain letters”, or any other form of solicitation;
- Upload, post, email, transmit, distribute, share, or otherwise make available any material or content that, in the sole judgment of Company, is objectionable or which inhibits in any way any other person from enjoying or using the Site, or which may expose Company to harm or liability of any type;
- Violate, or attempt to violate the security of the Website, including but not limited to, attempting to access user information not belonging to User or using or attempting to use another’s account for any purpose without authorization from Company;
- Interfere or attempt to interfere with the normal operation of the Website or Service by overloading the Website, mailbombing, crashing, or submitting a virus to the site, forging any information or TCP/IP header information, or any other method used to deny service; or
- Copy or use any software, proprietary processes, or technology embodied or described in this Website; or
- Violate any applicable laws in accessing and using this Website.
- Violations of this Agreement. Upon violation by Subscriber of any term of this Agreement, including the Rules of Conduct set forth hereinabove, Company shall be entitled to the following remedies, which remedies shall be cumulative and shall be in addition to and not in limitation of any other rights or remedies available to Company at law or in equity:
- Company may issue warnings, written or verbal;
- Company may suspend or terminate User’s rights and privileges granted hereunder or otherwise suspend or terminate User’s account;
- Company may remove any statements or other materials which violate the rules of conduct set forth in this Agreement;
- Company may bill User for any administrative costs or other costs or expenses resulting from or relating to User’s violation; and/or
- Company may bring legal action to enjoin User’s violation(s) and/or to collect damages caused by User’s violation(s).
- Content Posted to Website. Website Content on the Website is provided to User “AS IS” for informational and personal use only. Company is acting only as a passive conduit and is not responsible for any of the information or Website Content on the Website. Company may or may not pre-screen Website Content, but Company shall have the right (but not the obligation) in its sole discretion to pre-screen, refuse, or remove any Website Content that is available via the Service. Without limiting the foregoing, Company shall have the right to remove any Website Content that violates this Agreement or is otherwise objectionable. User must evaluate, and bear all risks associated with the use of any Website Content, including any reliance on the accuracy, completeness, or usefulness of such Website Content. User understands that when using the Service User will be exposed to submissions of information from a variety of sources, and that Company is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of or relating to such information. Company recommends that User use caution while using this Website as information provided to User may by offensive, harmful, deceiving, or inaccurate either in its label or content. Company does not claim ownership of Website Content User submits or makes available for inclusion on the Service. However, with respect to Website Content that User submits or makes available for inclusion on the Service, User grants Company the following worldwide, royalty-free and non-exclusive license(s), as applicable:
- With respect to photos, graphics, audio or video User submits or makes available for inclusion on the Service, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Website Content on the Service solely for the purpose for which such Website Content was submitted or made available. This license exists only for as long as User elects to continue to include such Website Content on the Service and will terminate at the time User removes or Company removes such Website Content from the Service.
- With respect to Website Content other than photos, graphics, audio or video User submits or makes available for inclusion on the Service, the perpetual, irrevocable and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Website Content (in whole or in part) and to incorporate such Website Content into other works in any format or medium now known or later developed.
- Contributions to Website. By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to Company through its suggestion or feedback webpages, User acknowledges and agrees that: (a) User’s Contributions do not contain confidential or proprietary information; (b) Company is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Company shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Company may have something similar to the Contributions already under consideration or in development; (e) User’s Contributions automatically become the property of Company without any obligation of Company to User; and (f) User is not entitled to any compensation or reimbursement of any kind from Company under any circumstances.
- Intellectual Property Rights. The Website, the Website Content, and any other images, text, programs, and other materials posted on the Website are the proprietary property of Company, its Users, advertisers, licensors, content providers/presenters or affiliates and are protected by federal and international copyright, trademark and other intellectual property laws. Any reproduction, retransmission, distribution or republication of all or part of any Website Content or any other images, text, programs, and other materials found on the Website is expressly prohibited, unless Company or the copyright owner of the material has expressly granted its prior written consent to so reproduce, transmit, or republish the material. All other rights reserved. All trademarks, service marks and logos referred to or appearing on the Website are the property of their respective owners. The names, trademarks, service marks and logos of Company appearing on the Website may not be used in any advertising or publicity, or otherwise to indicate the Company’s sponsorship of or affiliation with any product or service, without Company’s prior express written permission.
- Third Party Links. From time to time, this Website may contain links to other websites that are not owned, operated or controlled by Company or its affiliates. All such links are provided solely as a convenience to User. If User uses these links, User will leave this Website. Neither Company nor any of its affiliates are responsible for any content, materials or other information located on or accessible from any other web site. Neither Company nor any of its affiliates endorses, guarantees, or makes any representations or warranties regarding any other web site, or any content, materials or other information located or accessible from such web sites, or the results that User may obtain from using such web sites. If User decides to access any other web site linked to or from this Website, User does so entirely at your own risk.
- Website Security. Users are prohibited from violating or attempting to violate the security of the Website, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Website, overloading, “flooding,” “spamming,” “mail-bombing” or “crashing;” (d) sending unsolicited email, including promotions and/or advertising of products or services; or (e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. Violations of system or network security may result in civil or criminal liability. User agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Website or any activity being conducted on this Website.
- Limitation of Liability.
IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, OR AGENTS, be liable TO USER for any damages whatsoever, INCLUDING BUT NOT LIMITED TO DIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, ARISING OR RESULTING FROM ANY (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (ii) LOST DATA, INTERRUPTIONS IN SERVICE, OR INABILITY TO USE OR ACCESS THE WEBSITE OR SERVICE; (iii) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM USER’S ACCESS TO AND/OR USE OF THE WEBSITE; (iv) ANY UNAUTHORIZED ACCESS TO OR USE OF COMPANY’S SECURE SERVERS AND/OR ANY PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR; (vi) ANY ERRORS OR OMISSIONS IN ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
USER SPECIFICALLY ACKNOWLEDGES THAT THE WEBSITE AND COMPANY SHALL NOT BE LIABLE FOR USERS’ SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT RISK OF HARM OR DAMAGE FROM THE FORGOING RESTS ENTIRELY WITH USER.
YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USAGE, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO LOSS OF SERVICE OR DATA. WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY OTHER DAMAGES WHATSOEVER, WHETHER IN AN ACTION OF CONTRACT, STATUTE, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, RELATING TO OR ARISING OUT OF THE USE OF THIS WEBSITE, EVEN IF WE KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES.
- Disclaimer of Warranties.
USER AGREES THAT THE WEBSITE and service IS provided on an “as is” and “as available” basis. USER’S USE OF THE SERVICE IS AT USER’s SOLE RISK. Company disclaims any and all warranties, either expressed or implied, to the fullest extent allowed by law, AS TO THE OPERATION OF THE WEBSITE, THE SERVICE OR THE INFORMATION, WEBSITE CONTENT, MATERIALS, PRODUCTS, OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO USER THROUGH THE WEBSITE AND SERVICE, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET USER’S REQUIREMENTS; (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY USER THROUGH THE SERVICE, INCLUDING THE CONTENT, WILL MEET USER’S EXPECTATIONS; AND (V) THE CONTENT IS CURRENT AND ACCURATE AND DOES NOT CONTAIN ANY ERRORS OR MISREPRESENTATIONS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT USER’S OWN DISCRETION AND RISK, AND USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM COMPANY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS SECTION AND SECTION 15 MAY NOT APPLY TO USER.
THIS WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT OR OTHER PART THEREOF) CONTAINS GENERAL INFORMATION ONLY, AND WE ARE NOT, BY MEANS OF THIS WEBSITE, RENDERING PROFESSIONAL ADVICE OR SERVICES. BEFORE MAKING ANY DECISION OR TAKING ANY ACTION THAT MIGHT AFFECT YOUR FINANCES OR BUSINESS, YOU SHOULD CONSULT A QUALIFIED PROFESSIONAL ADVISOR.
THE ABOVE DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE APPLICABLE TO THE FULLEST EXTENT PERMITTED BY LAW, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE.
CERTAIN LINKS ON THIS WEBSITE MAY LEAD TO WEBSITES, RESOURCES, OR TOOLS MAINTAINED BY THIRD PARTIES OVER WHOM WE HAVE NO CONTROL. WITHOUT LIMITING ANY OF THE FOREGOING, WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING SUCH WEBSITES, RESOURCES, AND TOOLS, AND LINKS TO ANY SUCH WEBSITES, RESOURCES, AND TOOLS SHOULD NOT BE CONSTRUED AS AN ENDORSEMENT OF THEM OR THEIR CONTENT BY US.
- Indemnity. By using the Website, User agrees to defend, indemnify and hold harmless Company, their officers, directors, employees, agents, contractors, partners, and advertisers from and against any direct, indirect, incidental, special, consequential, or exemplary damages and any claims, actions, loss, liability, or demands, including, without any limitation, reasonable legal fees and accounting fees resulting from: (i) User’s use of and access/connection to the Website or Service; (ii) User’s violation of any term of this Agreement; (iii) User’s violation of any third party right, including without limitation, any copyright, property, or privacy right; or (iv) any claim that one of User’s submissions of Website Content, Contributions or otherwise caused damage to a third party. This defense and indemnification obligation will survive this Agreement and User’s use of the Website.
- Notice. Company may provide User with notices, including those regarding changes to this Agreement, including, but not limited to, by email, regular mail, SMS, MMS, text message, postings on the Service, or other reasonable means now known or hereinafter developed.
- Severability. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect.
- No Waiver. No waiver of any terms of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Company’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
- No Third Party Beneficiaries. User agrees that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.
- Governing Law. By visiting or using the Website, User agrees that (i) the Website shall be deemed solely based in Cuyahoga County, Ohio; and (ii) the Website shall be deemed a passive website that does not give rise to personal jurisdiction over Company, either specific or general, in jurisdictions other than Cuyahoga County, Ohio. The laws of the state of Ohio, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between User and Company or the Website or their respective affiliates. If any portion of this Agreement is invalid or unenforceable in any jurisdiction, then (i) in that jurisdiction it shall be re-construed to the maximum effect permitted by law in order to effect its intent as nearly as possible, and the remainder of this Agreement shall remain in full force and effect, and (ii) in every other jurisdiction, all of this Agreement shall remain in full force and effect.
- Arbitration. Any disputes relating in any way to User’s visit to and use of the Sites shall be submitted to confidential arbitration in Cleveland, Ohio, except that, to the extent User has in any manner violated or threatened to violate Company’s Intellectual Property Rights, Company may seek injunctive or other appropriate relief in any state of federal court in the state of Ohio, and User consents to exclusive jurisdiction and venue in such courts. Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. You agree that any lawsuit relating to the Sites or any activity thereon, but not subject to the foregoing arbitration clause, must be brought in state or federal courts located in Cuyahoga County, Ohio, USA, and in no other court. You agree to submit to the personal and exclusive jurisdiction in such courts and waive all questions of jurisdiction and venue. The terms of this Policy and the relationship between you and the Company will be governed by Ohio law, without regard to conflicts of state law.
- No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
- Disputes. User is solely responsible for its interactions with any other Users. Company reserves the right, but has no obligation to monitor disputes between User and other Users or to intervene.
- Payments. Any payment made online will be carried out by Anduin (the “Processor”) and shall be subject to the Processor’s terms and conditions (collectively, the “Processor Terms”). By accepting this Agreement, you are also accepting and agreeing to be bound by the Processor Terms, which is the legal agreement between you and the Processor. We are not a party to the Processor Terms and we are not liable to you in respect thereof. We reserve the right to change the Processor, subject to the terms of our agreement with the Processor. In the event of any inconsistency between this Agreement and the Processor Terms, this Agreement shall prevail, except in the event of any inconsistency between this Agreement and the Processor Terms concerning payment processing, in which case the Processor Terms shall prevail.
USER AGREES THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE USE OF THE WEBSITE OR THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
27. Inconsistency between this Agreement and the ShareFile Terms concerning the client portal, in which case the ShareFile Terms shall prevail.