Terms of Use

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You must provide your legal full name, a valid email address, and any other information required by ELB Learning in order to complete the signup process.

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You must be at least 17 years of age to use this Service.

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Accounts registered by “bots” or other automated methods are not permitted.

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Though highly unlikely, ELB Learning reserves the right at anytime and from time to time to modify or discontinue, temporarily or permanently, the Library or any part thereof, with a 30-day notice. You agree that ELB Learning shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Library. Any unexpended or unearned subscription fees paid by the customer at the time of cancellation shall be refunded immediately upon termination or discontinuance.

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Technical support is provided at no charge to paying accounts. It may not be provided to accounts in the free trial stage, at ELB Learning's discretion.

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You may not sublicense, assign, or transfer this license to anyone else without prior written consent from ELB Learning.

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All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.

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For any upgrade or downgrade in plan level, the credit card that you provided will be automatically charged the new rate on your next billing cycle. You will be asked to verify this charge before hand.

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Downgrading your Service may cause the loss of content, features, or capacity of your Account. ELB Learning does not accept any liability for such loss.

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You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.

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Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.

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You are responsible for maintaining the security of your account and password. ELB Learning cannot and will not be liable for any loss or damage from your failure to provide ELB Learning with accurate information or to comply with security obligations.

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You agree to immediately notify ELB Learning of any unauthorized use of your password or account, or any other breach of security.

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You are responsible for your own conduct. You are also responsible for all content posted and activity that occurs under your account, even when content is posted by others who have accounts under your account.

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You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws, trademark laws, patent laws, other intellectual property or industrial property laws, privacy laws, data export laws, and laws regarding libel and defamation).

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You agree not to engage in any activity that interferes with or disrupts the Service, or the servers and networks connected with the Service.

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You agree not to reproduce, duplicate, copy, sell, trade, resell, or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service without the express prior written permission of ELB Learning.

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You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, ELB Learning, or any other ELB Learning service. You must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages.

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You must not transmit any worms or viruses or any code of a destructive nature.

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If your bandwidth usage/ downloads significantly exceeds the average bandwidth usage (as determined solely by ELB Learning) of other ELB Learning customers on your same account level, we reserve the right to immediately disable your account or throttle your file hosting until you can reduce your bandwidth consumption.

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Verbal, physical, written or other abuse (including threats of abuse or retribution) of any ELB Learning customer, employee, member, or officer will result in immediate account termination.

1.

DEFINITIONS. The following definitions and/or terms shall only apply if the requisite products are expressly named and licensed via the email which contained the link to this Agreement:

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GRANT OF LICENSE; AUDIT; PROPRIETARY RIGHTS AND LIMITATIONS ON USE. ELB Learning grants You a non-exclusive, non-transferable license, without the right to sublicense to use the products and services selected and confirmed upon time of purchase to this agreement (the "Customizable Courseware") and accompanying documentation in accordance with the following terms and conditions. The Customizable Courseware shall be used for internal training purposes only, and except as expressly stated in this Agreement, You will not have the right to exchange the Customizable Courseware through the term of your license. ELB Learning reserves the right to refuse the license to any user.

If the Customizable Courseware is licensed by a company on behalf of its employees, You shall ensure that only employees expressly licensed shall access the Customizable Courseware. You shall maintain records of all use and copying of the Customizable Courseware and assignment of all login identifications used to access the Customizable Courseware. ELB Learning shall have the right to examine such records and to audit Your access to verify compliance with this agreement.


The source files, artwork and other components included in the Customizable Courseware are the copyrighted property of ELB Learning and its licensors. ELB Learning and/or its licensors own all copyright, trade secret, patent and other proprietary rights in the Customizable Courseware. You may not: rent, loan, lease or sublicense externally all or any portion of the Customizable Courseware.

THIS LICENSE IS NOT A SALE. TITLE AND COPYRIGHTS TO THE CUSTOMIZABLE COURSEWARE, ACCOMPANYING DOCUMENTATION AND ANY COPY MADE BY YOU REMAIN WITH ELB LEARNING OR ITS LICENSORS, AS THE CASE MAY BE.

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TERM AND TERMINATION. This license agreement is in effect for your lifetime. This license is non transferrable and resides with you or your company.

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TAXES. The license fees due for the Customizable Courseware do not include taxes. You shall be responsible for payment of all applicable taxes, however designated or incurred, in connection with this agreement, including without limitation, state and local excise, sales, withholding and use taxes and any other applicable governmental assessments. If You fail to pay the applicable tax, then ELB Learning may pay such tax on Your behalf and seek reimbursement from You.

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CONFIDENTIALITY. The Customizable Courseware contains confidential trade secret information belonging to ELB Learning, and you may use the Customizable Courseware only pursuant to the license set forth herein. In addition, you may not disclose the Customizable Courseware to any third party.

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PUBLICITY You agree, if requested, to supply your logo for inclusion on the ELB Learning website and printed marketing materials; to provide a customer testimonial for use on the ELB Learning website and printed marketing materials; and to provide such other marketing measures as separately agreed between the parties in writing.

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DISCLAIMER OF WARRANTIES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE CUSTOMIZABLE COURSEWARE IS AT YOUR SOLE RISK. THE CUSTOMIZABLE COURSEWARE AND ANY RELATED DOCUMENTATION OR MATERIALS ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. ELB LEARNING EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ELB LEARNING DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE AND YOU (AND NOT ELB Learning) ASSUME THE ENTIRE COST OF ALL SERVICING, REPAIR AND/OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

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LIMITATION ON REMEDIES; NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE, SHALL ELB LEARNING, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOST DATA, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE POSSESSION, USE, OR MALFUNCTION OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION DAMAGE TO PROPERTY AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURY, EVEN IF ELB LEARNING OR A ELB LEARNING AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

THE LIABILITY OF ELB LEARNING ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) WILL NOT EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE USE OF THE SOFTWARE.

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US GOVERNMENT LICENSE RIGHTS. If the Customizable Courseware is acquired under agreement with the U.S. government or any contractor therewith, it is acquired as "commercial computer software" subject to the provisions hereof, as specified in 48 CFR 12.212 of the FAR and, if acquired for Department of Defense (DoD) units, 48 CFR 227-7202 of the DoD FAR Supplement, or sections succeeding thereto.

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GOVERNING LAW. This License is governed by the laws of the state of Utah, without reference to its conflict of laws provision. Both parties submit to the exclusive venue of the courts sitting in Utah County, Utah.

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COMPLIANCE WITH LAWS. You will comply with all applicable international, federal, state and local laws and regulations in use of the Customizable Courseware hereunder, including, without limitation, all US export regulations. You may not assign this Agreement in whole or in part, without the advanced written consent of ELB Learning.

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NO WAIVER. The failure or delay by either party in exercising any right or remedy hereunder shall not operate as a waiver of such right, power or remedy. Waiver by either party of any default shall not waive any prior, concurrent or subsequent defaults by the other party.

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ENTIRE AGREEMENT; SEVERABILITY. These terms (including the email containing the link to this agreement), including Buyer and Seller terms that you may separately agree to as part of registering to do business with ELB Learning, represent the complete, entire, and exclusive understanding and agreement between you and ELB Learning. These terms supersedes all prior, written or oral, understandings, contemporaneous proposals, or agreements. This Agreement may only be amended in writing signed by You and an officer of ELB Learning that explicitly states that it is intended to amend this agreement. No terms contained in any of Your purchase orders, acknowledgements, shipping documents or other forms or documents shall have any force or effect over the licenses granted herein. If any provision of this license is not enforceable, it will be severed from this license and the remainder will remain in full force and effect.

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Acceptance of Terms. If you choose to continue to use or access this Website, or any of our other websites and online services (the “Services”), after having the opportunity to read these Terms, you recognize that ELB Learning has provided valuable consideration by offering this Website to you, and in exchange for your use of this Website, you agree to and will comply with the Terms and the ELB Learning Privacy Policy (“Privacy Policy”), which is available at https://www.elblearning.com/privacy-policy/, and is incorporated herein by reference. “Materials” means any content made available or enabled by ELB Learning, you or other users of the Services and includes, without limitation, any information, data, documents, images, photographs, graphics, audio, videos, or webcasts, products, and ELB Learning software code and associated documentation (“Software”). “ELB Learning Materials” means those Materials that are made available through the Services by ELB Learning or its licensors and specifically do not include Materials made by you or other users of the Services. By requesting information or by registering for events or services, you are agreeing to receive communications from us about ELB Learning services, products, offers and promotions. If you wish to be removed from our list, each email we send you will contain details of how you can unsubscribe. Please follow the unsubscribe instructions or send an email to info@elblearning.com, with the email address that you wish to be removed. Alternatively, you may mail your request to the Communications Coordinator, ELB Learning, 732 E 930 S Suite 100, American Fork, UT 84003, USA. We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Website following the posting of revised Terms and the opportunity to read the revised terms means that you accept and agree to the changes. You are expected to check this page so you are aware of any changes, as they are binding on you. THESE TERMS INCLUDE AN AGREEMENT TO SUBMIT WEBSITE CLAIMS EXCLUSIVELY TO INDIVIDUAL (NON-CLASS ARBITRATION).

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Limitations on Use. We reserve the right to withdraw or amend this Website, and any Service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users. To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, https://elblearning.com/privacy-policy/, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use and/or the Privacy Policy.

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Ownership. The Services and ELB Learning Materials, and their selection and arrangement, are protected by copyright, trademark, trade dress, patent, trade secret, unfair competition, and other intellectual and proprietary rights (the “Intellectual Property Rights”). Except as expressly provided in the Terms, ELB Learning and its suppliers do not grant any express or implied rights to use the Services and Materials. The trademarks, logos and service marks displayed on the Services (the “Marks”) are the property of ELB Learning or third parties. You are not permitted to use the Marks without the prior consent of ELB Learning or the third party that may own the Marks. ELB Learning, Lectora, CourseMill and the ELB Learning logo are trademarks of ELB Learning. PowerPoint is a registered trademark of Microsoft Corporation. Adobe Presenter is a registered trademark of Adobe Systems Incorporated. Articulate Studio Standard is a registered trademark of Articulate Global Inc. All other names may be trademarks of their respective owners.

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Your Content. The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards and other interactive features (collectively, “Interactive Services”) that allow you to post, submit, publish, display or transmit to other users or other persons (“post”) content or materials (collectively, “Your Content”) on or through the Website. ELB Learning does not claim ownership of Your Content. However, you grant ELB Learning and our affiliates and each of their and our respective licensees, successors and assigns, and any other users, a worldwide, royalty-free, nonexclusive, transferable, perpetual, irrevocable, and fully sub-licensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display any content that has been published to the following ELB Learning public services: ELB Learning Forum, eLearning Podcasts, videos, content published to any shared or open view applications. You agree that you, not ELB Learning, are entirely responsible for all of Your Content that you distribute, perform, display, upload, post, email, transmit or otherwise make available on or through the Services, whether publicly posted or privately transmitted. You assume all risks associated with use of Your Content, including any reliance on its accuracy, completeness or usefulness.

You represent and warrant that:

We are not responsible, or liable to any third party, for the content or accuracy of any of Your Content or any other user’s content on the Website. You agree to adhere to all limitations on dissemination, use and reproduction of any Materials that you download or access from the Services. Unless expressly agreed to by ELB Learning in writing elsewhere, ELB Learning has no obligation to store Your Content.

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Use of Software. Any Software that is made available via the Services is the property of ELB Learning and its suppliers. If the Software made available via the Services is accompanied by license terms, then use of such Software is governed by the terms of such license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the hyperlinks referenced in the Software. The Software may automatically download and install updates from ELB Learning from time to time. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new Software modules and completely new versions. You agree to receive such updates (and permit ELB Learning to deliver these to you with or without your knowledge) as part of your use of the Services and the Website.

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User Conduct. You may use the Website for lawful purposes and in accordance with these Terms. You specifically agree to not use the Website:

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Monitoring and Enforcement; Termination. We have the right to:

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS ELB Learning AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ELB Learning PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER ELB Learning OR LAW ENFORCEMENT AUTHORITIES.

We do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted.

We therefore assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

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Copyright Policy. ELB Learning respects the Intellectual Property Rights of others and expects its users to do the same. If you believe any posts on the Website violate your copyright, please see our Copyright Policy.

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Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

In addition to the foregoing:

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE A RESIDENT OF NEW JERSEY, PLEASE SEE THE SECTION 11 BELOW.

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Limitation of Liability. IN NO EVENT SHALL ELB Learning, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR IFELB Learning HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SITE, SERVICES OR MATERIALS. NOTHING IN THE TERMS SHALL LIMIT OR EXCLUDE ELB Learning LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF ELB Learning OR ITS EMPLOYEES, OR FOR DEATH OR PERSONAL INJURY.

ELB Learning’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO ONE HUNDRED UNITED STATES DOLLARS ($100) OR THE AGGREGATE AMOUNT PAID BY YOU FOR ACCESS TO THE SERVICE, WHICHEVER IS LARGER. THIS LIMITATION WILL APPLY EVEN IF ELB Learning HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE A RESIDENT OF NEW JERSEY, PLEASE SEE THE SECTION 11 BELOW.

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Legal Notice for New Jersey Residents Under the New Jersey Truth-in-Consumer Contract, Warranty and Notice ACT (“TCCWNA”), N.J.S.A. 56:12-14 et seq., consumers may not be offered any written contract which includes any provision that violates any clearly established legal right of a consumer, or responsibility of a seller, as established by state or federal law. Consequently, and for the avoidance of doubt, no provision in these Terms shall apply to any consumer in New Jersey if the provision violates any such clearly established legal right or responsibility, including, but not limited to, grounds for redress under or in the event of: (i) a seller’s tortious actions (e.g., negligence, failure to exercise a basic standard of care, failure to avoid creating an unreasonable risk of harm); (ii) the New Jersey Products Liability Act, N.J.S.A. 2A:58C-1, et seq. (i.e., the statutorily imposed duty to refrain from manufacturing and selling dangerous products, with the possibility of punitive damages for violations thereof); (iii) the New Jersey Punitive Damages Act, N.J.S.A. 2A:15-5.9, et seq. (i.e., the statutory right to pursue punitive damages in the event of harm caused by actual malice, wanton and willful disregard, reckless indifference); (iv) the New Jersey Uniform Commercial Code (i.e., a comprehensive statutory regime governing the rights and duties of buyers and sellers with respect to contracts for the sale of goods, with the possibility of damages for economic and property harm); and (v) a seller’s failure to reasonably protect against harm arising from certain criminal acts of third parties (e.g., computer hacking and identity theft, as regulated by the Federal Trade Commission and the Federal Communications Commission, and as governed by the New Jersey Identity Theft Protection Act, N.J.S.A.56:8-161, et seq., and the New Jersey Consumer Fraud Act, N.J.S.A. 56:8-3, et seq.). In addition, under the TCCWNA, no consumer contract may state that any of its provisions is or may be void, unenforceable or inapplicable in some jurisdictions without specifying which provisions are or are not void, unenforceable or inapplicable in New Jersey. With respect to these Terms, in the sections on Disclaimer of Warranties and Limitations of Liability, the provisions concerning the exclusion or limitation of certain damages is not applicable in New Jersey with respect to punitive damages, loss of data, and loss of or damage to property.

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Indemnity and Liability. You agree to indemnify and hold ELB Learning and its subsidiaries, affiliates, officers, agents, employees, co-branders or other partners, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of Your Content, your use of the Services or Materials, your connection to the Services or Materials, the actions of any member of your group, your access to or use of the Website or any of our affiliates’ websites and your connections therewith, any claim that Your Content caused damage to a third party, any dealings between you and any third parties advertising or promoting via the Services or Materials, your violation of the Terms, or your violation of any rights of another, including any Intellectual Property Rights.

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Governing Law; Jurisdiction. Website Disputes

“Website Disputes” include: (a) any claim you may have against ELB Learning in connection with the Website, (b) any claim ELB Learning may have against you in connection with the Website, and (c) any action to enforce the Terms or to object to the Terms.

All other disputes are “Non-Website Disputes”. Any claim arising from your purchase of a ELB Learning product or service is a Non-Website Dispute. Any claim arising from the content of any offer or advertisement on the Website is a Non-Website Dispute.

Website Dispute resolution – arbitration, jury trial waiver, and class action waiver.

Neither You nor we will be able to sue in court in connection with a Website Dispute. All Website Disputes must be resolved through individual (non-class) arbitration. You indicate your acceptance to these Terms, including this agreement to arbitrate, by continuing to use the Website after having the opportunity to review these Terms.

You and we intend for this to be an agreement for arbitration that can be enforced under the Federal Arbitration Act (FAA), 9 U.S.C.A. §§ 1–16.

You and we waive any rights to maintain other available resolution processes for Website Disputes, such as a court action or administrative proceeding, to settle disputes. You and ELB Learning waive any right to a jury trial for Website Disputes.

Instead of suing in court, we each agree to settle Website Disputes only by arbitration. The rules in arbitration are different. There’s no judge or jury, and review is limited, but an arbitrator can award the same damages and relief, and must honor the same limitations stated in the agreement as a court would.

Any Website Dispute shall be determined by arbitration in Utah before one arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-streamlined-arbitration/. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. If for any reason, JAMS cannot or will not provide this arbitration, the parties may ask any court of competent jurisdiction to select an arbitrator from a list provided by the parties.

To the extent a party commences any action with includes both Website Disputes and Non-Website Disputes, consideration of the Non-Website Disputes shall be stayed until the Website Disputes are fully arbitrated. Then, any Website Disputes will be considered the federal courts of the United States or the courts of the State of Utah situated in Utah County.

You agree that you will not file a class action against ELB Learning and its affiliated companies, or participate in a class action against ELB Learning and its affiliated companies, in any Website Dispute. You agree that you will not file or seek a class arbitration, or participate in a class arbitration against ELB Learning and its affiliated companies, in any Website Dispute.

All matters relating to the Website and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Utah without giving effect to any choice or conflict of law provision or rule.

Except as otherwise stated herein, You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

14.

Waiver and Severability. No waiver of by ELB Learning of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

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Your Comments and Concerns. This website is operated by ELB Learning.

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in the manner and by the means set forth therein.

All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: info@elblearning.com. You have no obligation to provide ELB Learning with ideas, suggestions, documentations and/or proposals (“Feedback”). However, if you submit Feedback to ELB Learning, to the extent you retain any Intellectual Property Rights in such Feedback, you hereby grant ELB Learning a nonexclusive, royalty-free, fully paid-up, perpetual, irrevocable, transferable, unlimited license under all of your Intellectual Property Rights to use for any purpose.

1.

Privacy Policy

At ELB Learning, we take our responsibility to protect your personal information very seriously. That is why we would like you to be aware of our policies and procedures for collecting, disclosing, and safeguarding the information that our customers and former customers provide to us.

2.

What Information We Collect‍

We gather two types of information about users through the Site:

Information relating to your use of our Site. When users come to our Site, we may track, collect and aggregate information indicating, among other things, which pages of our Site were visited, the order in which they were visited, when they were visited, and which hyperlinks were “clicked.” We also collect information from the URLs from which you linked to our Site. Collecting such information may involve logging the IP address, operating system and browser software used by each user of the Site. We may be able to determine from an IP address a user’s Internet Service Provider and the geographic location of his or her point of connectivity.

We also use (or may use) cookies and web beacons when you visit our Site. For more information on our use of cookies and web beacons, please refer to our Cookie Policy.

Personally Identifiable Information provided directly by you or via third parties. We collect Personally Identifiable Information that you provide to us when you register for an account, update or change information for your account, purchase products or services, complete a survey, sign-up for email updates, participate in our public forums, send us email messages, and/or participate or other services on our Site. We may use the Personally Identifiable Information that you provide to respond to your questions, provide you the specific course and/or services you select, and send you email messages about Site maintenance or updates.

Account Registration. If you register for an account on our Site, you may be required to provide us with Personally Identifiable Information such as your name and email address.

Updates. ELB Learning may offer you the ability to receive updates either via email or by posting on portions of the Site only accessible to registered users. In order to subscribe to these services, you may be required to provide us with Personally Identifiable Information such as your name and email address.

Participation in Online Courses. ELB Learning offers users the opportunity to participate in an online course on or through the Site. If you desire to participate in a course, you will be asked to provide us with certain information necessary to conduct such a course. This information may include, among other things, your name and email address.

If you participate in an online course, we may collect from you certain user-generated content, such as assignments you submit to instructors, peer-graded assignments, peer feedback. We also collect course data quizzes, standalone quizzes, exams, and surveys. You should not include any Personally Identifiable Information or other information of a personal or sensitive nature, whether relating to you or another person, on assignments, exams, or surveys, except for information required to participate or submit such assignments, exams, or surveys.

Identity Verification. ELB Learning may offer you the ability to verify your identity for selected classes. In order to enroll for these services, you may be required to provide us or our third-party identity verification vendor with Personally Identifiable Information such as your name, address, date of birth, a headshot taken using a webcam, and a photo identification document. Additionally, if you apply for financial aid in connection with these services, you may be required to provide information regarding your income.

Communications with ELB Learning. We may receive Personally Identifiable Information when you send us an email message or otherwise contact us.

Third Party Sites. We may receive Personally Identifiable Information when you access or log-in to a third party site, e.g., Facebook, from our Sites. This may include the text and/or images of your Personally Identifiable Information available from the third party site.

Surveys. We may receive Personally Identifiable Information when you provide information in response to a survey operated by us. This may include details about your race, your education history, and your employment.

Third Party Credit Card Processing. ELB Learning provides you with the ability to pay for services using a credit card through a third party payment processing service provider. Please note that our service provider – not ELB Learning– collects and processes your credit card information.

3.

How We Use the Information

Information relating to your use of our Site. We use information relating to your use of the Site to build higher quality, more useful services by performing statistical analyses of the collective characteristics and behavior of our users, and by measuring demographics and interests regarding specific areas of our Site. We may also use this information to ensure the security of our services and the Site.

Personally Identifiable Information provided directly by you or via third parties. Except as set forth in this Privacy Policy or as specifically agreed to by you, ELB Learning will not disclose any of your Personally Identifiable Information. In addition to the other uses set forth in this Privacy Policy, we may disclose and otherwise use Personally Identifiable Information as described below.

Providing the Site and our services. We use Personally Identifiable Information which you provide to us in order to allow you to access and use the Site and in order to provide any information, products or services that you request from us.

Updates. We use Personally Identifiable Information collected when you sign-up for our various email or update services to send you the messages in connection with the Site and our Services. We may also archive this information and/or use it for future communications with you, where we are legally entitled to do so.

Identity Verification. For services that require identity verification, we use the Personally Identifiable Information that we collect for verifying your identity, and for authenticating that submissions made on the Site were made by you. This service may be provided through a third-party identity verification vendor.

Communications with ELB Learning. When you send us an email message or otherwise contact us, we may use the information provided by you to respond to your communication and/or as described in this Privacy Policy. We may also archive this information and/or use it for future communications with you where we are legally entitled to do so.

Disclosure to ELB Learning Operations and Maintenance Contractors. We use various service providers, vendors and contractors (collectively, “Contractors”) to assist us in providing our products and services to you. Our Contractors may have limited access to your Personally Identifiable Information in the course of providing their products or services to us, so that we in turn can provide our products and services to you. These Contractors may include vendors and suppliers that provide us with technology, services, and/or content related to the operation and maintenance of the Site. Access to your Personally Identifiable Information by these contractors is limited to the information reasonably necessary for the contractor to perform its limited function for us.

Government Authorities, Legal Rights and Actions. ELB Learning may share your Personally Identifiable Information with various government authorities in response to subpoenas, court orders, or other legal process; to establish or exercise our legal rights or to protect our property; to defend against legal claims; or as otherwise required by law. In such cases we reserve the right to raise or waive any legal objection or right available to us. We also may share your Personally Identifiable Information when we believe it is appropriate to investigate, prevent, or take action regarding illegal or suspected illegal activities; to protect and defend the rights, property, or safety of ELB Learning, the Site, our users, customers, or others; and in connection with our Terms of Service and other agreements.

Disclosure to Acquirers. ELB Learning may disclose and/or transfer your Personally Identifiable Information to an acquirer, assignee or other successor entity in connection with a sale, merger, or reorganization of all or substantially all of the equity, business or assets of ELB Learning to which your Personally Identifiable Information relates.

4.

International Privacy Practices

ELB Learning Sites are primarily operated and managed on servers located and operated within the United States. In order to provide our products and services to you, we may send and store your Personally Identifiable Information (also commonly referred to as personal data) outside of the country where you reside or are located, including to the United States. Accordingly, if you reside or are located outside of the United States, your Personally Identifiable Information may be transferred outside of the country where you reside or are located, including to countries that may not or do not provide the same level of protection for your Personally Identifiable Information. We are committed to protecting the privacy and confidentiality of Personally Identifiable Information when it is transferred. If you reside or are located within the EEA and such transfers occur, we take appropriate steps to provide the same level of protection for the processing carried out in any such countries as you would have within the EEA to the extent feasible under applicable law.

5.

Changing Our Privacy Policy

Please note that we review our privacy practices from time to time, and that these practices are subject to change. Any change, update, or modification will be effective immediately upon posting on our Site. We will notify you of any material change to this Privacy Policy by posting a notice on our Site’s homepage for a reasonable period of time following such update, and by changing the effective date (located at the top of this page). Be sure to return to this page periodically to ensure familiarity with the most current version of this Privacy Policy.

6.

Contact Us

Please contact us with any questions or comments about this Privacy Policy, transfer of your personal information from the EEA to the U.S., our other terms of service, or your consent choices by email at info@elblearning.com or at the physical address below.

ELB Learning
732 E 930 S Suite # 100
American Fork, UT 84003
801.796.2767

1.

The services shall consist of the Rockstar Learning Platform (“RLP”) application access, including the necessary multimedia hosting and distribution services as detailed in the Order Form (collectively, “Services”) providing content management and distribution services through client-designated site. The Services, these Terms, Acceptable Usage Policy and any Service Level Agreement schedules provided shall be defined collectively as the “Agreement”. After acceptance of your order, ELB Learning shall invoice Client for all requested setup or integration fees. Thereafter, ELB Learning shall invoice Client monthly for the Rockstar Learning Platform subscription fees as indicated in the Order Form. Client shall pay all undisputed invoices within 30 days of its receipt of same. Any outstanding invoice over 60 days are subject to a 1% interest fee on the total balance. Any Client with an outstanding invoice more than 90 days is subject to a service interruption. Sufficient measures will be taken to resolve all outstanding balances in order to avoid a Client service interruption.

2.

The Agreement shall commence as of the Effective Date and remain in effect for the Term stated in Section 3.0, of the approved Statement of Work. Agreement will automatically renew at the end of the term.  Client may cancel the Agreement at the end of the term, for any reason, with written notice to ELB Learning, sixty (60) days’ prior to the renewal date. Client shall be obligated to pay for all Services provided by ELB Learning to Client to such date of termination.

3.

Client’s use of the Services is governed by the attached ELB Learning “Acceptable Usage Policy” (“AUP”). ELB Learning may at its sole discretion change, update and revise the AUP. Notice of change will be sent to the primary email address contacts in ELB Learning's Client database. ELB Learning may terminate or suspend this Agreement at any time in the event that Client should breach any provision of the AUP, as further provided therein.

4.

ELB Learning shall indemnify, defend, and hold harmless Client and its directors, officers, employees, agents, successors and assigns from and against any and all suits, actions, proceedings, claims, liabilities, losses, damages, judgments, costs, penalties and expenses (including, without limitation, their reasonable attorneys’ fees) (collectively, “Losses”) arising out of or in connection with: (a) a third party claim that Services and/or any portion of them violates or infringes upon any patent, copyright trade secret or other proprietary rights of any third party; and (b) ELB Learning  gross negligence and/or willful misconduct. Client shall indemnify, defend, and hold harmless ELB Learning and its directors, officers, employees, agents, successors and assigns from and against any and all Losses arising out of or in connection with: (a) a third party claim that Client’s unauthorized use of the Services and/or any portion of them violates or infringes upon any patent, copyright trade secret or other proprietary rights of any third party (and such claim(s) would not have occurred but for such unauthorized use); (b) Client’s gross negligence and/or willful misconduct, and (c) Client’s breach of any of the provisions of the AUP or the Agreement. Either party seeking indemnification (“Indemnified Party”) shall provide the other party (“Indemnifying Party”) with prompt written notice of any claim or claims for indemnification hereunder, and the Indemnifying Party shall have the right to control and direct the investigation and defense thereof and related settlement negotiations. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with the foregoing. The Indemnified Party may, at its sole option and at its own expense, participate in the claim or action with its own separate legal counsel, in which event the cost of such participation (including the cost of such separate legal counsel) shall be borne by the Indemnified Party. The exercise by an Indemnified Party of its option to participate in the claim or action and/or to select its own separate legal counsel shall in no way limit or modify the Indemnifying Party’s obligations set forth above in this Section 4. This Section shall survive the termination or expiration of this Agreement and stay in effect for 6 years.

5.

Neither party to this Agreement shall be liable to the other party for consequential, incidental, punitive, special or indirect damages (including, but not limited to, lost profits, lost wages or lost savings) arising from, relating to, or in connection with this Agreement, even if such party has been advised of the possibility of or could have foreseen such damages, and each party’s aggregate liability hereunder shall in no event exceed the total fees paid by Client to ELB Learning hereunder. In no event shall the liability of either party to the other for claims arising out of this Agreement exceed the fees paid to ELB Learning by Client hereunder. This limitation of liability applies regardless of the form of action, whether in contract, tort, or otherwise. Notwithstanding the foregoing, the limitations of liability set forth above in this section shall not apply to losses against which each party has agreed to indemnify the other under Section 4 hereof.

6.

All Confidential Information furnished by either party to the other pursuant to this Agreement shall be held strictly confidential shall only be used in connection with the provision of the Services and shall be protected from disclosure both during and after the term of this Agreement. The parties agree that all Confidential Information supplied by the other party, in whatever form, shall remain proprietary information of and property of the disclosing party. “Confidential Information” means all information disclosed by one party to the other, whether before or after the effective date of the Agreement, that the recipient should reasonably understand to be confidential, including: (i) all Client content uploaded, transmitted to or from, or stored on, the Rockstar Learning Platform private portal and public website, (ii) all ELB Learning, Rockstar Learning Platform and WordPress architecture, proprietary information and technology, including source code, object code and documentation, and (iii) any other information that is marked or otherwise conspicuously designated as confidential. Information that is independently developed by a party without reference to the other’s Confidential Information, or that becomes available to a party other than through breach of the Agreement or applicable law, shall not be “Confidential Information” of the other party.

7.

ELB Learning agrees not to use the name, trademark, logo, and/or service mark of Client and/or any of its subsidiaries without the prior written consent of Client in each instance. The Agreement is governed by the laws of the State of Utah(without regard to principles of conflicts of laws). The Agreement between the parties hereto contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior and contemporaneous agreements, understandings, documents, negotiations, and/or discussions (whether oral or written) between the parties. Except as provided herein, no supplement, amendment, or modification to this Agreement shall be valid, enforceable, or binding upon the parties unless made in writing and signed by an authorized representative of both parties.

8.

Any provision of or obligation under the Agreement which contemplates performance or observance subsequent to any termination or expiration of the Agreement shall survive any such termination or expiration for 10 years, and shall continue in full force and effect. In addition, all provisions of this Agreement shall survive the termination or expiration of this Agreement to the fullest extent necessary to give the parties the full benefit of the bargain expressed herein and of the intent contemplated here under.

9.

All notices in connection with this Agreement shall be in writing and personally delivered, delivered via overnight mail with written receipt, or sent by certified mail, return receipt requested, (i) if to Client, at its address set forth above, (ii) if to ELB Learning, at 732 E 930 S Suite # 100, American Fork, UT 84003 with a copy to Kupfer & Associates PLLC, 5 Columbus Circle, Suite 800, New York, NY 10019, or (iii) to such other address as either may hereafter designate in writing in accordance with this Section. Any such notice shall be effective upon personal or overnight delivery or five (5) days after certified mailing.

a.

Content of a pornographic, sexually explicit, or violent nature.

b.

Content of an illegal nature (including stolen copyrighted material, warez or hacked software, serial numbers, or mail fraud).

c.

Pirated software sites.

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You must be at least 17 years of age to use this Service.

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Accounts registered by “bots” or other automated methods are not permitted.

.

Though highly unlikely, ELB Learning 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 30 days notice. You agree that ELB Learning shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. Any unexpended or unearned subscription fees paid by the customer at the time of cancellation shall be refunded immediately upon termination or discontinuance.

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Technical support is provided at no charge to paying accounts. It may not be provided to accounts in the free trial stage, at ELB Learning's discretion.

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You may not sublicense, assign, or transfer this license to anyone else without prior written consent from ELB Learning.

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All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.

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For any upgrade or downgrade in plan level, the credit card that you provided will be automatically charged the new rate on your next billing cycle.

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Downgrading your Service may cause the loss of content, features, or capacity of your Account. ELB Learning does not accept any liability for such loss.

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You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.

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If you purchase a “single user” license your login may only be used by one person – a single login shared by multiple people is not permitted.

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Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.

.

You are responsible for maintaining the security of your account and password. ELB Learning cannot and will not be liable for any loss or damage from your failure to provide ELB Learning with accurate information or to comply with security obligations.

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You agree to immediately notify ELB Learning of any unauthorized use of your password or account, or any other breach of security.

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You are responsible for your own conduct. You are also responsible for all content posted and activity that occurs under your account, even when content is posted by others who have accounts under your account.

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You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws, trademark laws, patent laws, other intellectual property or industrial property laws, privacy laws, data export laws, and laws regarding libel and defamation).

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You agree not to engage in any activity that interferes with or disrupts the Service, or the servers and networks connected with the Service.

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You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service without the express prior written permission of ELB Learning.

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You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, ELB Learning, or any other ELB Learning service. You must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages.

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You must not transmit any worms or viruses or any code of a destructive nature.

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If your bandwidth usage significantly exceeds the average bandwidth usage (as determined solely by ELB Learning) of other ELB Learning customers on your same account level, we reserve the right to immediately disable your account or throttle your file hosting until you can reduce your bandwidth consumption.

.

Verbal, physical, written or other abuse (including threats of abuse or retribution) of any ELB Learning customer, employee, member, or officer will result in immediate account termination.

1.

Stock Image Subscribers will be held to the same terms of use as the eLearning Templates Subscription Users above. Additionally, Stock images can only be used in eLearning, Training and Development, Classroom Training, Instructor Lead Training, Web Based Training, Online Learning, Mobile Learning, Course Development, Webinars, Webcasts, Self Paced Learning, Live Online Learning, Pre-Recorded Classrooms, Educational Lectures, Instructional Design, K-12 and Higher Education, Educational Promotion, Learning Management Systems, Corporate Universities, and other training courses and nothing else.” Licensee’s users shall not print, sell or use the image for any marketing, advertising, logo, social media or any website purposes.

2.

Stock Video and Audio Subscribers will be held to the same terms of use as the eLearning Templates Subscription Users above. Additionally, the subscriber agrees to be bound by the Footage Firm Terms of use for video and audio found at Audio Blocks Terms of Use" and Video Blocks Terms of Use." The subscriber also agrees to be bound by the Royalty Free License agreements found at Audio Blocks License" and Video Blocks License."