Arbinger Terms of Service Date of Last Revision: Nov 2, 2021 For the convenience of the end-user, the following is a simple summary of some of the key points of the Terms of Service: * This license to access Arbinger’s Online Resources® is being granted solely to you, for your own individual use. You may not show any of the Arbinger’s Online Resource videos to anyone else or in groups unless each one of the other individuals also has their own individual Arbinger’s Online Resource license. You may not share any Arbinger’s Online Resource Content with anyone else. This applies to all course content, including videos and PDFs. You may not share your Arbinger’s Online Resource username and password with anyone else. You may not download and save any Arbinger’s Online Resource videos. You may not incorporate any of the videos, text, exercises, or concepts in any speeches, presentations, articles, books, or other works. Please do apply lessons learned from Arbinger’s Online Resources in your personal and work life! *This is just a layperson’s summary of the Terms of Service. While these highlights are consistent with the Terms of Service, the full text of the Terms of Service is what will apply; we encourage you to read the full details below, before clicking the button to accept. 1. Welcome to The Arbinger Institute’s Online Resources1.1 Introduction The Arbinger Institute, d/b/a The Arbinger Company (“The Arbinger Institute,” “we,” “us,” “our”) provides its services (described below) to you through its website located at www.arbinger.com (the “Site”) and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), subject to the following Terms of Service (the “Terms of Service”). Your use of this Site signifies your agreement to be bound by these terms of service. If you do not agree to be bound by these terms of service, do not access or otherwise use this Site. PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY GOVERN YOUR USE OF THE SITE AND SERVICES. 1.2 Modifications to Terms of Service We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, depending on the nature of the change, we will post the changes on this page and indicate at the top of this page the date these terms were last revised and/or notify you, either through the Services’ user interface, in an email notification or through other reasonable means and as required by applicable law. Changes to these Terms of Service will be effective when posted. You agree to review these Terms of Service periodically to be aware of any changes. Your continued use of this Site after any changes to these Terms of Service are posted will be considered acceptance of those changes. 1.3 Privacy At The Arbinger Institute, we respect the privacy of our users. For details, please see our Privacy Policy. By using the Service, you consent to our collection and use of personal data as outlined therein. 2. Access and Use of Service2.1 Use Description:The Arbinger Institute grants you a non-exclusive, non-transferable, limited right to access and use this Site and the materials thereon for your personal use only, provided that you comply fully with these Terms of Service. With your purchase of Arbinger’s Online Resources, we grant you a limited, non-exclusive, non-transferable, license to access the Arbinger’s Online Resources Service Content (“Service Content”) and view your course(s) through the Service on a streaming-only basis. You may not download for the purpose of saving any content, video, graphics, frameworks, audio, images, or web pages unless clearly allowed and authorized within the course itself. Except for the foregoing limited license, no right, title, or interest shall be transferred to you. You agree not to use the Service for public performances. The Arbinger Institute may revoke your license at any time in its sole discretion. Upon such revocation, you must promptly destroy all Service Content downloaded or otherwise obtained through the Service, as well as copies of such materials, whether made in accordance with these Terms of Service or otherwise. 2.2 Your Registration Obligations You may be required to register with The Arbinger Institute to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years old, you may use the Service, with or without registering, only with your parent or guardian’s approval. 2.3 Member Account, Password, and Security: You may never use another’s account, and you may never provide another person with the username and password to access your account. You are fully responsible for all activities that occur under your password or account, and it is your responsibility to ensure that your password remains confidential and secure. You agree to (a) immediately notify The Arbinger Institute of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. The Arbinger Institute will not be liable for any loss or damage arising from your failure to comply with this Section. 2.4 Single Sign-On Arbinger’s Online Resource Users By default, Arbinger’s Online Resources require a unique user ID and password for authentication. The application is configured to enforce password minimum length and complexity parameters. The Arbinger Institute provides a centrally managed single sign-on (SSO) configuration that can integrate AAP with existing corporate SSO solutions, including Federated solutions that support Security Assertion Markup Language (SAML) 2.0. Configuring SAML authentication also gives the customer the ability to enable two-factor authentication. When SAML connectivity is enabled, user authentication is controlled by the customer’s SSO system, and responsibility for password complexity and length are the sole responsibility of the customer’s SSO system. 2.5 Modifications to Service The Arbinger Institute reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that The Arbinger Institute will not be liable to you or any third party for any modification, suspension, or discontinuance of the Service. We have no obligation to retain any of Your Account or Submitted User Content for any period beyond what may be required by applicable law. 2.6 General Practices Regarding Use and Storage You acknowledge that The Arbinger Institute may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other User Content will be retained by the Service and the maximum storage space that will be allotted on The Arbinger Institute’s servers on your behalf. You agree that The Arbinger Institute has no responsibility or liability for the deletion or failure to store any data or other User Content maintained or uploaded by the Service. You acknowledge that The Arbinger Institute reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that The Arbinger Institute reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice. 2.7 Mobile Services The Service may include certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. In using the Mobile Services, you may provide your telephone number. By providing your telephone number, you consent to receive calls and/or SMS, MMS, or text messages at that number. We may share your phone numbers with our affiliates or with our service providers (such as customer support, billing or collections companies, and text message service providers) who we have contracted with to assist us in pursuing our rights or providing our Services under these Terms of Service, our policies, applicable law, or any other agreement we may have with you. You agree these parties may also contact you using auto-dialed or prerecorded calls and text messages, as authorized by us to carry out the purposes we have identified above, and not for their own purposes. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Arbinger’s Online Resource account information to ensure that your messages are received by you and not sent to the person that acquires your old number. 3. Conditions of Use3.1 User Conduct The Arbinger Institute does not screen User Content provided by users of the Site. Notwithstanding the foregoing, The Arbinger Institute reserves the right to monitor User Content on the Site and to remove User Content in its sole discretion. The Arbinger Institute reserves the right to investigate and take appropriate legal action against anyone who, in The Arbinger Institute’s sole discretion, violates this provision, including without limitation, removing the offending User Content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to: email or otherwise upload any User Content that (i) infringes any intellectual property or other proprietary rights of any party. (ii) you do not have a right to upload under any law or contractual or fiduciary relationships. (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment. (iv) poses or creates a privacy or security risk to any person. (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation. (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically, or otherwise objectionable; or (vii) in the sole judgment of The Arbinger Institute, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose The Arbinger Institute or its users to any harm or liability of any type; interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service. Violate any applicable local, state, national or international law, or any regulations having the force of law. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; solicit personal information from anyone under the age of 18. Harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized. Further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service. 3.2 Fees To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide The Arbinger Institute information regarding your credit card or other payment instrument. You represent and warrant to The Arbinger Institute that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay The Arbinger Institute the amount that is specified in the payment plan in accordance with the terms of such plan and this Terms of Service. You hereby authorize The Arbinger Institute to bill your payment instrument in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges, you must let The Arbinger Institute know within sixty (60) days after the date that The Arbinger Institute charges you. We reserve the right to change The Arbinger Institute’s prices. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on The Arbinger Institute’s net income. 3.3 Recurring Subscriptions If you select a Service with an auto-renewal feature (“Recurring Subscription”), you authorize The Arbinger Institute to maintain your account information and charge that account automatically upon the renewal of the Service you choose with no further action required by you. In the event that The Arbinger Institute is unable to charge your account as authorized by you when you enrolled in a Recurring Subscription, The Arbinger Institute, may, in its sole discretion: (i) bill you for your Service and suspend your access to the Service until payment is received, and/or (ii) seek to update your account information through third-party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you. The Arbinger Institute may change the price for Recurring Subscriptions from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes for Recurring Subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use your Recurring Subscription after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by canceling your Recurring Subscription before the price change goes into effect. Please, therefore, make sure you read any such notification of price changes carefully. Payments are nonrefundable, and there are no refunds or credits for partially used periods. You may cancel a Recurring Subscription at any time, but if you cancel your subscription before the end of the current subscription period, we will not refund any subscription fees already paid to us. Following any cancellation, however, you will continue to have access to the Service through the end of your current subscription period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all our users (“credits”). The amount and form of such credits and the decision to provide them are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future under any circumstance. As a subscriber to our website, you can cancel your subscription by contacting Support at [email protected] or by going to Settings in your account, selecting Cancel under the Subscription box, and then following the onscreen instructions to cancel the subscription. 3.4 Special Notice for International Use; Export Controls Software (defined below) available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content. 3.5 Commercial Use Unless otherwise expressly authorized herein or by The Arbinger Institute in writing, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. 4. Use of The Arbinger Institute Material4.1 Intellectual Property Rights You acknowledge and agree that the Service may contain content or features that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by The Arbinger Institute, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content or concepts of the Service, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by The Arbinger Institute from accessing the Service (including blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of The Arbinger Institute, our affiliates, and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the software. Any rights not expressly granted herein are reserved by The Arbinger Institute. The Arbinger Institute name and logos are trademarks and service marks of The Arbinger Institute (collectively the “The Arbinger Institute Trademarks”). Other Arbinger Institute, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to The Arbinger Institute. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of The Arbinger Institute Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of The Arbinger Institute Trademarks will inure to our exclusive benefit. 4.2 Allowable Use of Intellectual Property You may print and download portions of material from the Site solely for your own non-commercial use where permitted. You may make: (a) one machine-readable copy, (b) one backup copy, and (c) one print copy of any portions of material downloaded from the Site solely for your non-commercial use. Any other copying, redistribution, retransmission, or publication of any site material is strictly prohibited without the express written consent of The Arbinger Institute (see Use of The Arbinger Institute Material included below) or any third-party information provider to the Site. You agree not to change or delete any proprietary notices from materials downloaded from the Site. 5. Third-Party Material Under no circumstances will The Arbinger Institute be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that The Arbinger Institute does not pre-screen content, but that The Arbinger Institute and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, The Arbinger Institute and its designees will have the right to remove any content that violates these Terms of Service or is deemed by The Arbinger Institute, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content. 6. Licensing Multi-User licenses and other opportunities to purchase and use The Arbinger Institute copyrighted materials internally for training, teaching and dissemination are available by contacting The Arbinger Institute. To learn more about our licensing procedures, please call 801-447-9244. The entire contents of the Site are protected under the U.S. and international intellectual property laws. This Site is the property of The Arbinger Institute. © 2020 The Arbinger Institute. All rights reserved. The Arbinger Institute and its licensors are the sole and exclusive owners, throughout the world, of copyright and all rights of copyright in and to the Site and materials contained thereon under the United States Copyright Act and international laws and conventions. Visitors may not copy, reproduce, or transmit any materials appearing in the Site without the express prior written permission from the copyright owner(s). Other than as expressly allowed for in these Terms of Use, you agree your access and use of the Site shall be within limits allowed by the applicable law and that you are not entitled to duplicate, reproduce, republish, distribute or download any material contained on the Site, unless otherwise agreed to by The Arbinger Institute. Any rights not expressly granted herein are reserved. 7. Disclaimer of Warranties YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE ARBINGER INSTITUTE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE ARBINGER INSTITUTE MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR 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, OR(IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. 8. Termination You agree that The Arbinger Institute, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any Service Content within the Service, for any reason, including, without limitation, for lack of use or if The Arbinger Institute believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. The Arbinger Institute may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that The Arbinger Institute may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that The Arbinger Institute will not be liable to you or any third party for any termination of your access to the Service. 9. Indemnity and Release To the fullest extent permitted by law, you agree to release, indemnify and hold The Arbinger Institute and its affiliates and their officers, employees, directors, and agent harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine. The provisions of these Terms of Service are for the benefit of The Arbinger Institute and its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers to the Site. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf. US Government end users are excepted from this clause (FAR 52.212-4). 10. Copyright or Intellectual Property Infringement The Arbinger Institute respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify The Arbinger Institute of your infringement claim in accordance with the procedure set forth below. You may also contact us by mail at: Agent for Notice of ClaimsThe Arbinger Institute686 N Arbinger Way, Suite 200Farmington, UT 84025Office: (801) 447-9244Fax: (801) 447-9376email: [email protected] The following information must be in writing and contained in your notification: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; a description of the copyrighted work or other intellectual property that you claim has been infringed; a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. 11. Limitation of Liability UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE ARBINGER INSTITUTE BE LIABLE FOR ANY CLAIM, LIABILITY, EXPENSE OR DAMAGE (WHETHER ACTUAL, INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL) RELATING TO THE INFORMATION APPEARING ON THE SITE OR THE USE OF, OR THE INABILITY TO USE, THE SITE, THE SITE MATERIALS, OR THE SOFTWARE, EVEN IF THE ARBINGER INSTITUTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE ARBINGER INSTITUTE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE OR USING THE SERVICES OFFERED ON THE SITE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, THE ARBINGER INSTITUTE’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE. 12. General These Terms of Service shall be governed by and construed in accordance with the laws of the State of Utah and the United States of America, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to these terms shall be filed only in the state or federal courts located in Salt Lake City, Utah, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of any action relating to or arising out of your use of the Site or this Agreement. In no event shall you be entitled to injunctive or other equitable relief. If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. 13. Questions? Concerns? Suggestions? For any additional questions concerning the terms specified on this page, or to report any violations, please contact The Arbinger Institute Legal Services: The Arbinger InstituteAttn: Legal Services686 N Arbinger Way Suite 200Farmington, UT 84025Office: (801) 447-9244email: [email protected]
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