TERMS AND CONDITIONS
November 11, 2019
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES BY, AMONG OTHER THINGS, LIMITING THE ACADEMY’S LIABILITY AND REQUIRING MANDATORY ARBITRATION OF DISPUTES. YOU MAY OPT OUT OF THIS ARBITRATION PROVISION BY FOLLOWING THE PROCEDURE DESCRIBED IN SECTION 7.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOU ACKNOWLEDGE AND AGREE THAT WE MAY CHANGE THESE T&Cs AT ANY TIME AS SET FORTH HEREIN. YOU ARE RESPONSIBLE FOR REVIEWING AND INFORMING YOURSELF OF ALL APPLICABLE CHANGES. YOU SHOULD REFER REGULARLY TO OUR WEBSITE TO UNDERSTAND THE CURRENT T&Cs AND OTHER POLICIES, AND TO ENSURE YOUR COMPLIANCE. YOUR CONTINUED USE THE SERVICES BEYOND THE DATE WE POST CHANGES TO THE T&C’S ON OUR WEBSITE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES TO THE T&Cs.
By using the websites, web portals, applications, software, products and services (collectively, the “Service(s)”) provided by the Technology Leadership Academy (the “Academy”, “us”, “our” or “we”) or by agreeing to these Terms and Conditions” (“T&Cs”), you agree to be bound by these T&Cs. You may be referred to herein as a “Party” or collectively, the “Parties”.
The Academy is owned and operated by RapidScale, Inc., and offers free cloud training programs to educate you and provide tools to sell and manage cloud services. The Academy offers certain certifications and accreditations but is not affiliated or endorsed by any standards body or other technology company.
a. Ownership. The any logos, images, graphics, design, compilation, information, computer code (including source code or object code), software, services, content, educational videos and exercises, and all other elements of the Services (the “Academy Materials”) are protected by United States and international copyright, patent, and trademark laws, international conventions, and other applicable laws governing intellectual property and proprietary rights. All Academy Materials, and all trademarks, service marks, and trade names, contained on or available through the Services are owned by or licensed to The Leadership Academy and we reserve all rights therein and thereto.
b. Limited License. The Academy grants you a non-exclusive, revocable license to view the content included on the Services. Except to the extent required for the limited purpose of reviewing material and participating on the Services, electronic reproduction, adaptation, distribution, performance, or display is otherwise prohibited. Commercial use by you of any of the content for profit is strictly prohibited.
You agree that you are only authorized to visit, view, and retain a copy of pages of the website for your own personal use, and that you shall not duplicate, download, publish, modify, or otherwise distribute the material on the website for any commercial use, or for any purpose other than as described in these T&Cs. You also agree not to deep-link to the website for any purpose, unless specifically authorized by Cloud Academy.
Except for that information which is in the public domain or for which you have been given written permission to use by the Academy, you may not use, reproduce, copy, modify, publish, transmit, distribute, perform, display, download, license, enter into a database, create derivative works from, reverse engineer, transfer, or sell any Academy Materials, information, software, or products obtained from or through the Services, in whole or in part.
c. Digital Millennium Copyright Act. The Academy is operated by RapidScale, Inc., a subsidiary of Cox Communications, Inc. (“Cox”). Cox is registered under the Digital Millennium Copyright Act of 1998. In accordance with Title 17, United States Code, Section 512(c)(3), if you believe that content that appears on the Academy’s website is violating your rights under U.S. copyright law, you may report alleged infringements of their works by sending Cox’s authorized agent a notification of claimed infringement that satisfies the requirements of the DMCA using the contact below.
Cox Communications, Inc.
6205B Peachtree Dunwoody Road
Atlanta GA 30328 U.S.A.
For more information regarding Cox’s policies and procedures addressing copyright infringement, please visit https://www.cox.com/aboutus/policies/copyright.html, and click on “HOW DO I REPORT ALLEGED INFRINGEMENTS TO COX UNDER THE DMCA.”
d. Feedback. If you provide us with feedback and suggestions about the Services, then you hereby grant the Academy an irrevocable, perpetual, sublicensable right and license to fully exploit and use that feedback and suggestions for any purpose whatsoever, including, but not limited to, incorporation into the Services and/or the creation of derivative works.
e. Monitoring and Compliance. Although Cox we are not obligated to monitor the Services, we may perform tests and inspections to confirm that you are complying with these T&Cs. We may, without notice, suspend, restrict access to or terminate your Service, or remove or make unavailable any content and/or monitor, review, retain and/or disclose any content or other information in our possession about or related to you or your use of the Services as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request.
3. CUSTOMER OBLIGATIONS.
a. Prohibited Conduct.
You agree not to:
- Transmit, distribute or share information or material on or through the Services that, as reasonably determined by the Academy is (a) inappropriate, obscene (including child pornography), defamatory, threatening, abusive, advocating violence, or which violates a law, regulation, or public policy; (b) harmful to or interferes with the Academy’s provision of the Services or any third party’s networks, equipment, applications, services, or web sites (e.g., viruses, worms, Trojan horses, etc.); (c) would infringe, dilute, misappropriate, or otherwise violate any privacy, intellectual property, publicity, or other personal rights including, without limitation, copyrights, patents, trademarks, trade secrets, or other proprietary information (including unauthorized use of domain names); (d) fraudulent or contains false, deceptive, or misleading statements, claims, or representations (such as “phishing”); or (e) violates generally accepted standards of Internet usage;
- Attempt to disrupt, degrade, impair, or violate the integrity or security of the Services or networks of any other party (e.g., “hacking,” “denial of service” attacks, etc.), including any activity that typically precedes attempts to breach security such as scanning, probing, or other testing or vulnerability assessment activity, or engaging in or permitting any network or hosting activity that results in the blacklisting or other blockage of the Academy’s IP space;
- impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the website accounts of others without permission, or perform any other fraudulent activity;
- delete the copyright or other proprietary rights notices on the Services or on any Academy Materials;
- assert, or authorize, assist, or encourage any third party to assert, against the Academy or any of its affiliates or licensors any patent infringement or other intellectual property infringement claim regarding any materials on the Services;
- make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the Services;
- use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
- defame, harass, abuse, threaten or defraud users of the Services, or collect, or attempt to collect, personal information about users or third parties without their consent; or
Violate the applicable acceptable use policies of other ISPs when data, content, or other communications are carried across the networks of such ISPs.
c. Responsibility for Content and Data. You are solely responsible for all data and content that you or make available on, uses, shares and/or processes through our Services. You represent and warrant that such content and data will not infringe on, or contain any content that infringes on, or otherwise violates any copyright, patent or any other right held by a third party and that all such content will not violate any applicable law, rule, regulation or industry standard.
d. Updates/Maintenance to the Services. We may modify, update, or discontinue the Services (including any portions or features) at any time, without liability to you or anyone else. You acknowledge that the Services may be subject to maintenance or repair and as such, may be unavailable at any time.
e. System Requirements. You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use, and is compatible with, the Services. We will take reasonable care to ensure but do not promise that the Services or our servers are or will remain free from viruses, worms, cancelbots, “Trojan Horses” or anything else that has contaminating or destructive properties. We shall not be liable for any damage to, or viruses that may infect your computer equipment or other property following your access to, use of, or browsing on the Services or accessing of any content, information, material, software or other item or service. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy, reliability, integrity and security of data input and output.
4. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless the Academy, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners (“The Academy Related Parties”) from any claims, losses, damages, liabilities and expenses (including legal fees and expenses), arising out of any use or misuse of the Services, any violation of these T&Cs, or any breach of the representations, warranties, and covenants made herein, whether by you or by any user you are associated with. The Academy reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Academy, and you agree to cooperate with the Academy’s defense of these claims. The Academy will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
5. DISCLAIMER OF WARRANTIES. THE SERVICES AND ANY RELATED EQUIPMENT, SOFTWARE, AND OTHER MATERIALS PROVIDED BY THE ACADEMY IN CONNECTION WITH THE SERVICES ARE PROVIDED WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS OR ANY RESULTS TO BE ACHIEVED HERE FROM. THE ACADEMY MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING THE COMPATIBILITY OF SOFTWARE OR EQUIPMENT OR ANY RESULTS TO BE ACHIEVED THEREFROM OR THAT ANY SERVICE WILL BE FREE FROM LOSS OR LIABILITY ARISING OUT OF ANY THIRD-PARTY TECHNOLOGY OR SERVICES, ANY THIRD-PARTY ACTION SUCH AS HACKING, OR ANY ACT OR OMISSION BY YOU, INCLUDING FAILURE TO ENCRYPT, AND THE ACADEMY SHALL HAVE NO RESPONSIBILITY THEREFORE. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP YOUR DATA AND CONTENT. NEITHER THE ACADEMY NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SOFTWARE OR THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.
6. LIMITATION ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS HEREIN, NEITHER PARTY, NOR ITS AFFILIATES, CONTRACTORS, SUPPLIERS, OR AGENTS, SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST OR IMPUTED PROFITS OR REVENUES, LOST DATA, DAMAGES TO SOFTWARE OR FIRMWARE, OR COST OF PROCURING OR TRANSITIONING TO SUBSTITUTIVE SERVICES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH A LIABILITY IS ASSERTED, AND REGARDLESS OF WHETHER A PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY. IN NO EVENT WILL THE ACADEMY NOR ITS AFFILIATES’, CONTRACTORS’, SUPPLIERS’, OR AGENTS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF THE SERVICES OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
7. DISPUTE RESOLUTION; MANDATORY BINDING ARBITRATION; CLASS ACTION WAIVER. IF YOU FOLLOW THE PROCEDURES SET FORTH IN SECTION 7(b) BELOW, YOU HAVE THE RIGHT TO OPT OUT OF THIS DISPUTE RESOLUTION PROVISION (EXCEPT JURY TRIAL WAIVER) WITHIN 30 DAYS OF ENTERING INTO THIS AGREEMENT. OTHERWISE, YOU WILL BE BOUND TO SETTLE ANY DISPUTES YOU MAY HAVE WITH US THROUGH THE FOLLOWING DISPUTE RESOLUTION PROCEDURES.
a. YOU AND THE ACADEMY AGREE TO ARBITRATE — RATHER THAN LITIGATE IN COURT — any and all claims, disputes, or controversies between you and the Academy, including any parents, subsidiaries, affiliates, officers, directors, employees, or agents of the Academy, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort) or other legal or equitable theory (“Dispute”) that arise out of or in any way relate to these T&Cs, any of the Services provided under these T&Cs or any other Services or products that the Academy provides to you in connection with these T&Cs. You and the Academy also agree to arbitrate any and all Disputes that arise out of or relate in any way to any services or products provided to you by the Academy or any of its affiliated entities under any other agreement. Notwithstanding this agreement to arbitrate, you and the Academy may bring appropriate Disputes against each other in small claims court, if the Dispute falls within the small claims court’s jurisdiction, or before the Federal Communications Commission, the relevant state public utilities commission, or any other federal, state, or local government agency authorized by law to hear the Dispute.
b. Opt Out. You may opt out of this dispute resolution provision (except for the jury trial waiver contained in Section 7(g) below) by notifying the Academy of that intent during the Opt-Out Period by sending a letter via U.S. mail to Cox Legal Department, Attn: Litigation Counsel, 6205B Peachtree Dunwoody Road, Atlanta, GA 30328 stating that you are opting out of this dispute resolution provision. Exercising this right, should you choose to do so, will not affect any of the other terms of these T&Cs with the Academy.
c. Class Action Waiver. You and the Academy agree that all Disputes between you and us will be arbitrated individually, and that there will be no class, representative, or consolidated actions in arbitration. If you or the Academy brings a claim in small claims court, the class action waiver will apply, and neither of us can bring a claim on a class or representative basis. Furthermore, neither you nor the Academy may participate in a class or representative action as a class member if the class action asserts Disputes that would fall within the scope of this arbitration agreement if they were directly asserted by you or the Academy. We both agree that this class action waiver is an essential part of our arbitration agreement and that if this class action waiver is found to be unenforceable by any court or arbitrator then the entire arbitration agreement set forth in this Section 7 will not apply to any Dispute between you and the Academy, except for the provisions of Section 7(g) waiving the right to jury trial. This class action waiver may not be severed from our arbitration agreement.
d. Arbitrator Authority. The arbitration between you and the Academy will be binding. In arbitration, there is no judge and no jury. Instead, our disputes will be resolved by an arbitrator, whose authority is governed by the terms of these T&Cs. You and the Academy agree that an arbitrator may only award such relief as a court of competent jurisdiction could award, limited to the same extent as a court would limit relief pursuant to the terms of these T&Cs. An arbitrator may award attorneys’ fees and costs if a court would be authorized to do so, and may issue injunctive or declaratory relief if that relief is required or authorized by the Applicable Law, but that injunctive or declaratory relief may not extend beyond you and your dealings with us. Review of arbitration decisions in the courts is very limited.
e. Informal Dispute Resolution. You and the Academy agree that you will try to resolve disputes informally before resorting to arbitration. If you have a dispute, please notify the Academy of the dispute by sending a written description of your claim to the notice addresses below so that we can attempt to resolve it with you. If we do not satisfactorily resolve your claim within 30 calendar days of receiving written notice of your claim, then you may pursue the claim in arbitration. Neither you nor the Academy may initiate arbitration without first following the informal dispute resolution procedure provided in this paragraph and thereafter, if the dispute is still not resolved, the party who desires to initiate arbitration must provide the other written notice of the intent to file for arbitration. If you are sending a written notice of your intent to file for arbitration to us, please send such notice via U.S. mail to Cox Legal Department, Attn: Litigation Counsel, 6205B Peachtree Dunwoody Road, Atlanta, GA 30328. If we send you a written notice of our intent to file for arbitration, we will send it to the last known address of record we have on file for you.
f. Arbitration Procedures. You and the Academy agree that these T&Cs and the services we provide to you affects interstate commerce and that the Federal Arbitration Act and not state arbitration laws applies for all Disputes. All arbitrations shall be conducted by the American Arbitration Association (“AAA”). The AAA’s rules are available on its website at www.adr.org or by calling 1-800-778-7879. If the claim asserted in arbitration is for less than $75,000, the AAA’s Consumer Arbitration Rules will apply. If the claim asserted is for $75,000 or more, the Commercial Arbitration Rules will apply. If there is a conflict between the AAA’s rules and this dispute resolution agreement, this dispute resolution agreement shall control. To initiate arbitration, you must send a letter requesting arbitration and describing your claims to us via U.S. mail to Cox Legal Department, Attn: Litigation Counsel, 6205B Peachtree Dunwoody Road, Atlanta, GA 30328. You must also comply with the AAA’s rules regarding initiation of arbitration. We will pay all filing fees and costs for commencement of arbitration, but you will be responsible for your own attorneys’ fees and costs unless otherwise determined by the arbitrator pursuant to the terms of these T&Cs or applicable law. We will not seek to recover our fees and costs from you in the arbitration, even if allowed under the law, unless your claim has been determined to be frivolous. If you are successful in the arbitration, we will pay your reasonable attorney’s fees and costs. If you obtain an award from the arbitrator greater than our last written settlement offer, we will pay you $5,000 in addition to what you have been awarded in the arbitration. The arbitration will be held in Fulton County, Georgia and either party may appear either in person or by telephone.
g. Jury Trial Waiver. If for any reason this arbitration agreement is found to be unenforceable, or if you opt out of this dispute resolution agreement, you and the Academy expressly and knowingly WAIVE THE RIGHT TO TRIAL BY JURY. This means that a Judge rather than a Jury will decide disputes between you and us if, for any reason, the arbitration agreement is not enforced.
h. Survival. This dispute resolution provision survives the termination of your Services or your account with us. If you bring a claim against the Academy after termination that is based in whole or in part on events or omissions that occurred due to your use of the Services, this dispute resolution provision shall apply.
8. THIRD-PARTY PRODUCTS AND SERVICES. From time to time, the Academy may use services, including but not limited to analytics and advertising, provided by persons or entities other than us (“Third Parties”). We do not control these services and make no representations regarding, and are not liable or responsible for the accuracy, completeness, timeliness, reliability or availability of, any of such services. If you choose to access any Third-Party site, you do so at your own risk. Any link from our website to a Third-Party website does not imply sponsorship, affiliation, or endorsement of the content on that Third-Party website or the operator or operations of that site. You are solely responsible for determining the extent to which you use any content at any Third-Party websites to which you might link from our website, or which may download or connect with through our website. If you believe we have provided a link to a site that contains infringing or illegal content or services, we ask that you notify us so that we may evaluate whether in our sole discretion to disable it.
WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY DEALINGS WITH ANY THIRD-PARTY WEBSITE OR MERCHANT OR OPERATOR OF SUCH A THIRD PARTY WEBSITE.
9. PUBLICITY. Neither Party shall use, publicize, or issue any press release which includes the name, trademarks, or other propriety identifying symbol of the other Party or its affiliates, without the prior written consent of such other Party.
10. NOTICES. All legal notices required to be given hereunder shall be in writing and deemed given if sent to the addressee specific below either (a) by registered or certified U.S. Mail, return receipt requested, postage prepaid, three days after such mailing; or (b) by national overnight courier service, the next business day.
Technology Leadership Academy
17872 Gillette Avenue, Suite 450
Irvine, CA 92614
RapidScale, Marketing VP
with a copy to:
Cox Communications, Inc.
6205B Peachtree Dunwoody Road
Atlanta, Georgia 30328
Attn: Counsel for RapidScale
11. SECURITY. We shall use reasonable data center security practices consistent with industry standards.
12. GOVERNING LAW AND VENUE. The Parties agree that any term, provision, duty, right, obligations, cause of action, right of action or claim between us shall be governed by the laws of the State of Georgia, without giving effect to any choice or conflict of law provisions. The parties agree that the sole and exclusive venue for bringing any action arising under or related to the T&Cs will be in Fulton County, Georgia. Nothing in these T&Cs will limit either party’s ability to seek equitable relief.
13. COMPLIANCE. Each Party agrees to comply with all applicable laws and regulations with respect to their rights and obligations under the T&Cs. The T&Cs do not create any agency, partnership or joint venture between the parties.
14. SEVERABILITY/UNENFORCEABILITY. If any provision(s) of the T&Cs are found to be invalid, illegal or unenforceable, the continuation in full force and effect of the remainder of them will not be prejudiced, and such provision(s) shall be deemed modified to the extent necessary render such provision(s) enforceable and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreement of the Parties set out in these T&Cs.
15. DELAY IN ENFORCEMENT. We can delay enforcing any of our rights under these T&Cs without losing them. Any waiver by us of any provision of these T&Cs will not be a waiver of the same or any other provision on any other occasion.
16. ASSIGNMENT. You may not assign or otherwise transfer your rights or obligations (or any portion(s) of them) under these T&Cs, or delegate your obligations (or any portion(s) of them) to pay amounts you owe us in relation to your use of the Services without our prior written consent. You also may not assign or delegate any claims, rights of action, causes of actions or claims held by you against us without our prior written consent. Any attempt to assign or delegate will be void and of no effect. We may assign any or all of our rights and obligations (or any portion(s) of them) under these T&Cs at any time without your consent. Any person to which we assign these T&Cs or any right(s) or obligations under it shall be entitled to all such of our rights or obligations so assigned.
17. WAIVER. The waiver or modification by us of any term or condition hereof shall not void, waive, or modify any other term or condition. The failure by us to insist, in any one or more instances, upon the performance of any term of these T&Cs shall not be construed as a waiver or relinquishment of such right to such performance or to future performance of such item. A waiver granted on one occasion shall not constitute a waiver of any future occasion. We can delay enforcing any of our rights under these T&Cs without losing them.
18. FORCE MAJEURE. Neither Party will be held liable for any failure or delay in its performance under these T&Cs due to a Force Majeure Event. “Force Majeure Event” means an unforeseeable event beyond a party’s reasonable control, including but not limited to, acts of war; acts of God; earthquake; flood or extreme weather conditions; embargo; riot; sabotage; or terrorist acts. If a Force Majeure Event prevents the provision of Service for a period of thirty (30) days, either Party may terminate the affected Service by providing thirty (30) days written notice to the other Party.
19. ENTIRE AGREEMENT. These T&Cs (including, but not limited to, all signed and clicked-through agreements, Schedules, Exhibits and Amendments), contains the sole and entire agreement and understanding of the Parties with respect to the entire subject matter hereof, and any and all prior discussions, negotiations, commitments or understandings related hereto, if any, are hereby superseded.