Learning Management Systems User Terms

1. Acceptance of the Terms. These terms and conditions (the “User Terms”) are applicable between you, the registered user (‘User’) and Siteimprove A/S and affiliates (‘Siteimprove). These User Terms will govern the User’s use of the products, features and services of the Siteimprove Learning and Management platform (the “LMS”). By signing up to, accessing or using the LMS the User confirms it has read, understood, and agreed to be bound by the User Terms. Access to and use of the LMS will not grant the User with any rights of access to or use of Siteimprove’s software platform available at http://my.siteimprove.com (‘Siteimprove Software’). Use of the Siteimprove Software will be subject to a separate agreement (‘SaaS Agreement’).
   
   
2. Term.
   • Corporate users. For corporate users with access to the LMS via their organization’s subscription to the Siteimprove Software(‘Corporate User’), the User Terms will remain in effect for as long as the Corporate User is registered as a user of the LMS or until the subscription between Siteimprove and the Corporate User’s organization (‘Organization’) is terminated, whichever comes first.
   • Individual users. For individual users who are accessing the LMS independently and who’s organization does not have a subscription to the Siteimprove Software(‘Individual User’) the User Terms will come into effect upon registering as a user and/or signing up to our LMS and will remain in effect for as long as the User is registered as a user of the LMS. Siteimprove reserves the right to disable Individual User’s access to the LMS at any time and at its sole discretion.
     
     
3. Usage Restrictions. The LMS can be accessed only by Users of the LMS. Users shall not share user credentials and/or log-in details with any third party or provide unauthorized access to the LMS. Users cannot: (a) rent, lease, assign, transfer, sublicense, display or otherwise distribute or make the LMS or any of the contents, material or information on the LMS available to any third party; (b) attempt to copy, duplicate, modify, make derivative works of, disassemble, reverse compile or reverse engineer any part the LMS; (c) record or attempt to record, screengrab or photograph any live online content, material or information; (d) access all or any part of the LMS in order to build a product, software or service which competes with the LMS; (e)  use the LMS to provide a service bureau or to provide services to third parties; (f) remove or alter any trademark, logo, copyright or other proprietary notices, symbols, or labels in the LMS; (g) use the LMS if they are in direct competition with Siteimprove; (h) use the LMS for any illegal or harmful  Siteimprove reserves the right, without liability or prejudice to its other rights to the Users, to disable the User’s access to the LMS if the User breaches the provisions of this Section 3.
   
   
4. Reviews, Comments and Communications. Where the LMS permits, Users may post reviews, comments, and other content; send communications and submit suggestions, ideas, comments, questions, material or other information (‘User Content’), provided that the User Content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties, and provided that such use and User Content complies with the User Terms. Siteimprove reserves the right (but not the obligation) to remove or edit such User Content, but does not regularly review posted User Content. Siteimprove takes no responsibility and assumes no liability for any User Content posted by you or any third party. If a User posts, submits or otherwise supplies any User Content, it grants Siteimprove a nonexclusive, worldwide, royalty-free, irrevocable, transferable and fully sublicensable right to use, reproduce, modify, adapt, publish, publicly perform, translate, create derivative works from, distribute, and publicly display such User Content throughout the world in any media. User grants Siteimprove and its sublicensees the right to use the name that you submit in connection with such User Content. User acknowledges and agrees that it is not entitled to any compensation or reimbursement of any kind from Siteimprove in connection with any use described in this section 4. User represents and warrants that it owns or otherwise controls all of the rights to the User Content that it posts; that the User Content is accurate; that use of the User Content it supplies does not breach the User Terms and will not cause injury, loss or damage to any person or entity. User must indemnify and keep indemnified Siteimprove for all claims resulting from User Content which is supplied, uploaded or transmitted by User.
   
   
5. Data Privacy.  Any personal data processed by Siteimprove related to the User and the usage of the LMS will be processed in accordance with Siteimprove’s Privacy Policy available at https://siteimprove.com/-en/privacy/privacy-policy/, which is incorporated herein by reference (the Privacy Policy). In this regard, Siteimprove will be the data controller under GDPR and business under CCP You acknowledge that Siteimprove will process personal data with the purpose of enabling access and usage to  the LMS. Please review the Privacy Policy to learn about Siteimprove’s data collection, usage and disclosure practices with respect to information collected by Siteimprove through the LMS. You have the right to access, correct, modify and erase personal data provided to Siteimprove. To exercise these rights, contact privacy@siteimprove.com.
   
   
6. Confidentiality. “Confidential Information” shall mean the LMS and all intellectual property right therein and all other information disclosed to you through the LMS, and any other information that Siteimprove considers as confidential either in writing or orally, except for information which User can demonstrate is or becomes, from no act or failure to act on User’s part, generally known in the relevant industry or public domain. User shall use its best efforts to always preserve and protect the confidentiality of the Confidential Information, both during the term of the User Terms and for a period of at least one (1) year after the termination of these User Terms. User shall not disclose, or otherwise publish or make public Confidential Information to any person, organization, or other third party without the prior written consent of Siteimprove. User shall notify Siteimprove immediately upon discovering of any unauthorized use or disclosure of Confidential Information. If User is legally compelled to disclose any of the Confidential Information, then it shall promptly give notice to Siteimprove of any disclosure of the Confidential Information.
   
   
7. IPR and data ownership.
   •  Siteimprove owns and shall remain the sole owner of all intellectual property vested in the LMS created prior to, during and after term of the User Terms. This ownership right includes any inventions, patents, utility model rights, copyrights, design rights, mask works, trademark rights, or knowhow, whether registered or not. Siteimprove shall have the right, at it sole discretion, to change, update, replace and/or remove any learning materials, certification requirement or any other content from the LMS at any time during the term of the User Terms.
   • Aggregated Anonymous Data. User acknowledges and agrees that Siteimprove will have the right to obtain or generate and aggregate technical and other data about User’s use of the LMS excluding any personally identifiable data with respect to User (“Aggregated Anonymous Data”). Siteimprove owns Aggregated Anonymous Data and may use this to analyze, improve, support and operate the LMS and otherwise for any business purpose, during and after the term of the User Terms. For clarity, this Section 7(c) does not give Siteimprove the right to identify User as the source of any Aggregated Anonymous Data.
   • Use of materials. By accessing the LMS, Users agree to allow Siteimprove to use any videos, photos, comments, feedback and any other content obtained during live and online learning for its promotional and educational materials.
   • Siteimprove shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable, assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the LMS or otherwise use any suggestions, enhancement requests, recommendations or other feedback received from Users. Siteimprove also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated due to such feedback.
     
     
8. Warranties and representations. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY OTHER REPRESENTATION, WARRANTY, CONDITION OR PROMISE OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, CUSTOMARY, A COURSE OF DEALING OR TRADE PRACTICE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF THE LMS OR THE ACCURACY OF ANY OF THE CONTENT AND OR SERVICES INCLUDED IN THE LMS OR WITH RESPECT TO THE SUBJECT MATTER OF THE USER TERMS AS A WHOLE, WHETHER MADE IN WRITING OR ORALLY. EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED TERMS, WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN PARTICULAR, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SITEIMPROVE DOES NOT WARRANT THAT THE LMS OR ANY OF THE CONTENT, MATERIALS AND OTHER SERVICES INCLUDED IN THE LMS WILL MEET THE USER’S REQUIREMENTS, WILL BE ACCURATE AND/OR FREE FROM ERRORS AND OPERATE UNINTERRUPTED OR ERROR-FREE.
   
   
9. Limitation of Liability
   • Corporate users. Any access to the LMS by a Corporate User shall be subject to any agreed limitation of liability provision set forth in the applicable SaaS Agreement, order form, or any other subscription agreement between the Organization and Siteimprove. If there is no agreement or limitation of liability provision between the Organization and Siteimprove, section 9(c) shall apply.
   • Individual users. Any access to the LMS by an Individual User shall be subject to the limitation of liability at section 9(c).
   • Siteimprove shall only be liable for direct damages. Siteimprove shall not be liable to Users for any indirect, special, incidental, or punitive damages caused by User’s use of the LMS, including, but not limited to, loss of data, loss of business or any other loss arising out of or resulting from a party’s performance under the User Terms, even if User or the Organization has been advised of the possibility of such damages. Except where excluded by law, Siteimprove’s cumulative liability arising out of or relating to these User Terms is limited to 10,000 USD.
     
     
10. Relation to Other Documents. With the exception of any agreed or accepted agreement between Organization and Siteimprove, the User Terms constitute the entire agreement between User and Siteimprove and supersede any prior communications, commitments, or agreements, oral or written, with respect to the use of the LMS.
    
    
11. Governing Law and Venue. 
• • Corporate users. For Corporate Users, the User Terms, and any disputes arising from it, will be governed by the applicable governing law in the agreement between Organization and Siteimprove. If no such agreement exists, or choice of law is not regulated in such agreement, section 11(c) shall apply.
  • Individual users. For Individual Users, the User Terms, and any disputes arising from it, will be governed by the applicable governing law outlined at section 11(c).
  • Governing law and venue. If the User is located outside of North America, the User Terms will be governed by the laws of England and Wales. If the User is located within North America, the User Terms will be governed by the laws of the state of New York. The courts located in the applicable venue will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms or their formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Regardless of the applicable governing law, either party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of these User Terms.