Terms of Service

TERMS AND CONDITIONS

Welcome to CentreLearn!
Thank you for your purchase of our Licensed Products (“Licensed Products”). The Licensed Products are provided by CentreLearn Solutions, LLC. (“CLS” or “Company”), located at 16326 Mount Airy Road, Shrewsbury, PA 17361, United States.
By using our Licensed Products, you are agreeing to these terms. Please read them carefully.
1. Definitions. 
Client” means the organization using the Licensed Products provided by the Company.
Affiliate” means any entity that controls, is controlled by, or is under common control with, Client, or any entity with which Client has a legal obligation to provide that entity with access to the Licensed Products.
Authorized Participants” means Client and its Affiliates and their respective employees, staff and contractors who have registered to access the Licensed Products, regardless of multiple geographic locations, and who are otherwise authorized or entitled to use or access the Licensed Products.
Content Production Service” means the graphic and instructional design support and digital conversion and compression services Company provides to Client as further described in Exhibit A.
Client Content” means Content furnished by Client for display or use on the Licensed Products.
Company Content” means Content furnished by Company for display or use on the Licensed Products.
Content” means any and all text, sounds, audio files, photos, graphics, artwork, templates, documents, instructional materials, courses, announcements, links, modules, data, logos, trademarks, service marks, copyrightable materials, and any other items of information (excluding Participant Information) as individual content items or when assembled into educational programs.
“Training System” means the latest released version of the CentreLearn Training System, which is a software product borne on the internet and used by authorized participants to access, distribute or manage information including but not limited to education courses and related materials all of which are stored therein in electronic format.
Licensed Products” means the products and services listed on the Purchase Order Agreement Form including one or more of the following: subscription to the Training System, including all updates and upgrades thereto; Content produced by CentreLearn (Company Content); online web meeting tool.
“USD” or “$” means United States Dollars and defines the currency that shall be used by the parties in all financial transactions related to the Terms of Service.
Participant Information” means the information and data furnished by Client and Authorized Participants via the Licensed Products in response to questions posted on the Licensed Products, results for tests taken by Authorized Participants on the Licensed Products, and any other personally identifiable information placed by an Authorized Participant on the Licensed Products.
Website” means the Internet website designated by Company that provides the Licensed Content to Authorized Participants.
2. License. 
A. Subject to the terms and conditions of the Terms of Service, Company grants to Client a non-exclusive, non-transferable license for Client’s Authorized Participants to use, access, search, download, print and display the Licensed Products from the Website. Authorized Participants may access the Licensed Products supplied on the Training System from any location with web browser Internet access, by accessing the Website and providing the Authorized Participants’ assigned login name and password.
B. Client shall not, and shall not allow any Affiliate, Authorized Participant or other third party to, (a) reverse engineer, decompile, or disassemble the Licensed Products, or (b) distribute the Licensed Products to any individual who is not a then-current Authorized Participant. Client shall be liable for any act or omission by an Affiliate or Authorized Participant that, if done by Client, would be a breach of the Terms of Service.
3. Scope of Service. Company shall provide Client with:
A. Access to the Licensed Products, and the Website, via the Internet 24 hours per day 365 days per year, excluding commercially reasonable downtime periods for maintenance.
B. Registration and management of passwords for Authorized Participants.
C. All updates made generally available by Company.
D. Daily backup and storage of all Client Content and Participant Information stored on Company servers with onsite and offsite archiving for 7 days.
E. Professional technical support, delivered via a “live” person by calling 877-435-9309 from 8 a.m. to 5 p.m. Eastern time, Monday through Friday. In addition, after hours, weekend, and holiday emergency requests from administrators are immediately addressed. Administrators and personnel may also “Contact Us” through the training system by clicking on the link for Support.
F. Onsite training if requested by Client. For such onsite training, Client will pay for training consulting time at a rate of One Hundred Twenty Five Dollars ($125USD) per hour per trainer, economy class travel expenses for any trainer, and Client will be billed such amount separately.
G. Scheduled access to the Company online web meeting tool if purchased by Client. The online web meeting tool will support up to 24 simultaneous high bandwidth web connections from outside computers as described in Exhibit A.
H. Instructional technology and design and support services for Client Content as described in Exhibit A.
4. Client Responsibilities.
A. Client is responsible for the day-to-day functional operation of all computers and networks used by Authorized Participants to access the Licensed Products. Client must ensure that such computers and networks have the technical capacity, based on the specifications provided to Client by Company, to successfully access the world wide web and use the features associated with the Licensed Products. Client is responsible for all Internet access fees to connect such computers and networks to the Internet.
B. Client shall create educational program content for their Authorized Participants. The Client may purchase Instructional Technology and Design support for their educational program content to be processed by Company as described in Exhibit A.
C. Client is responsible for storing original files for any custom content created by the Client or for the Client by the Company. Client files may include, but not be limited to PowerPoint files, Word documents, PDF files, video files, and audio files, and are stored by the client for potential custom content updates, troubleshooting, and back-up. CentreLearn is unable to export or extract the Client files from an educational program.
5. Security and Safeguards. 
A. Company shall use commercially reasonable best efforts to ensure that sufficient safeguards and security procedures are employed to ensure that there is no unauthorized access to Client’s Content or Participant Information or the Website. Company further agrees to back up its servers daily including Client’s Content and Participant Information and any other content stored on Company servers in accordance with generally accepted industry standards for use in restoring data in the event of a system failure and loss of on-line data, and Company shall maintain a backup copy of such backup for seven consecutive (7) days. Company will employ reasonable disaster recovery procedures in accordance with industry standards to minimize Client’s interruption to use of the Licensed Products.
B. Notwithstanding anything in the Terms of Service to the contrary, access to Client’s Content, customized view and any other Client information on the Licensed Products will be made available solely to Authorized Participants through a log in name and a password supplied by Client and modifiable by the Company or Client’s administrative personnel or the Authorized Participant. Upon prior notification of Client, Company may change the web site address used by Authorized Participants to access the Licensed Products.
6. Warranties. Company warrants and represents that:
A. It owns or has licensed all rights in the Licensed Products granted to Client in the Purchase Order Agreement Form.
B. Client’s use of the Licensed Products in accordance with the Terms of Service shall not infringe any third party patent, copyright, trademark or trade secret.
C. COMPANY DOES NOT, BY VIRTUE OF THE TERMS OF SERVICE, OR BY ANY COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
D. The Company shall maintain the currency of all continuing education credit hour approvals issued by the Continuing Education Coordinating Board for Emergency Medical Services (CECBEMS) for Company Content that the Company makes available to the Client as CECBEMS approved content.
7. Limitation of Liability.
A. Except as required to fulfill its obligation of indemnification under the Terms of Service or for any infringement of the other party’s intellectual property rights, neither party shall be liable to the other for indirect, consequential, or incidental damages arising out of the Terms of Service, (including without limitation, damages for loss of operating revenue or profits, operations interruptions, loss of business or operations information and the like). This limitation of liability shall not apply to tangible property damage and damages arising from tortious conduct.
B. Client acknowledges that Client accepts all liability and will hold Company harmless for any claim of malpractice or claims of personal injury or harm that may be attributable in any way to any content that either the Client or Company makes available to any Authorized Participant through the Licensed Products. Client acknowledges that they accept Company Content as is, and accepts full liability for the technical accuracy and utility of Company Content. Client acknowledges that Company has no responsibility to insure that Company Content or Client Content conforms to any medical, fire department, or other applicable protocols.
8. Ownership; Confidential Information.
A. The Licensed Products are protected by various U.S. and foreign intellectual property rights, including but not limited to copyrights. Company retains all rights to the Licensed Products and any intellectual property embodied therein other than those expressly licensed hereunder. Client will own all rights in the Client Content, and any modifications or enhancements thereto made by either party. Company will own all rights in the Licensed Products and the Company Content, and any modifications or enhancements thereto made by either party.
B. Each party expressly undertakes to retain in confidence, and to require its employees and consultants to retain in confidence, all Confidential Information of the other party and will make no use of such Confidential Information except pursuant to the Terms of Service. “Confidential Information” means the Licensed Products and all other information of either party that is not generally known to the public, whether of a technical, business or other nature (including, without limitation, trade secrets, research and development plans, and information relating to the technology, business plans, marketing activities, finances and other business affairs of such party), transmitted by one party (the disclosing party) to the other party (the receiving party) and that has been identified as being proprietary and/or confidential or that by the nature of the circumstances surrounding the disclosure reasonably ought to be treated as proprietary and confidential. The receiving party will not disclose any item of Confidential Information to any person other than its employees, agents or contractors who need to know the same in the performance of their duties. The receiving party will protect and maintain the confidentiality of all Confidential Information of the disclosing party with reasonable care. The receiving party will be liable to the disclosing party for any non-compliance by its agents or contractors to the same extent it would be liable for non-compliance by its employees. Confidential Information does not include any data or information which the receiving party can prove (a) was in the receiving party’s lawful possession prior to its disclosure by the disclosing party; (b) is later lawfully obtained by the receiving party from a third party not under an obligation of confidentiality; (c) is independently developed by the receiving party; or (d) is, or later becomes, available to the public through no breach of an obligation of confidentiality. If the receiving party becomes legally obligated to disclose Confidential Information by any governmental entity with jurisdiction over it, the receiving party will give the disclosing party prompt written notice sufficient to allow the disclosing party to seek a protective order or other appropriate remedy. The receiving party will disclose only such information as is legally required and will use its reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed. Notwithstanding the foregoing, Company may use the Client’s name and logo in connection with press releases or other marketing materials.
9. Fees and Payment Schedule. 
A. Client agrees to pay Company an annual license fee as stated on the Purchase Agreement Order Form.
B. License fees cover all products and services provided by Company in the Terms of Service except where separate fees are noted. License fees are based on monthly periods that begin on the license start date and each monthly anniversary thereof; therefore, fees for participants added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the license term. Fees for custom content support services as described and stated in Exhibit A.
C. Client will be billed when new participants are added to the Authorized Participant base.
D. Unless otherwise stated in the Purchase Agreement Order Form, invoiced charges are due Net 30 days from the invoice date. Any amounts not paid when due shall accrue interest at 1% per month or the maximum amount allowed by law, whichever is less.
E. In the event that the Client inactivates or deletes an individual account during the course of the Subscription term, the Client may transfer that account to another Authorized Participant at no additional charge. All Authorized Participant accounts will expire upon termination of the Subscription term.
10. Term and Termination. The initial term of the Subscription is one year. The Subscription will automatically renew for successive renewal terms of one (1) year each unless one party has notified the other party in writing at least 10 business days prior to the end of the then current term of their intent to not renew the Subscription. Notwithstanding the foregoing, either party may terminate the Subscription if the other party materially fails to comply with any provision of the Terms of Service, and does not cure such breach within fifteen (15) days after receiving written notice thereof. The parties’ rights and obligations under the Terms of Service which by their nature are intended to continue beyond the termination of the Subscription shall survive such termination, including but not limited to Sections 1, 2B, 6, 7, 8, 9D, 11 and 12.
11. Force Majeure. Neither party shall be liable to the other party for the non-performance of its obligations under the Terms of Service for a maximum period of thirty (30) days if such non-performance is caused by acts of civil or military authority, civil disturbance, war, fires or other acts of God (“force majeure event”). The party so affected shall give notice to the other party and shall do everything reasonably possible to resume performance. If the period of non-performance exceeds thirty (30) days from the receipt of notice of the force majeure event, the party whose ability to perform has not been so affected may terminate the Subscription upon written notice. If the Subscription is terminated due to force majeure event, a pro rata portion of all fees actually paid by Client for any remaining period for which such fee applies, calculated from the effective date of the termination to the end of the period for which Client has paid for will be refunded.
12. General.  Company may modify these terms or any additional terms that apply to the Licensed Products and/or the Company’s Services. Client should review the terms regularly. Company will post notice of modifications to these terms on this page. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for the Licensed Products or Services or changes made for legal reasons will be effective immediately. If Client does not agree to the modified terms, Client should discontinue use of the Licensed Products or Service. If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict. The Terms of Service shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. Failure or delay on the part of any party to exercise any right, remedy, power or privilege hereunder will not operate as a waiver. The waiver of any right provided for in the Terms of Service shall be in writing, signed by the waiving party, and any such waiver shall not be deemed a waiver of any further right under the Terms of Service. If any provision of the Terms of Service is for any reason held unenforceable or invalid, then the Terms of Service shall be construed as if such provision were not contained in it. The Terms of Service will be governed by, interpreted and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to that body of law known as conflict of laws. Both parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in York County, Pennsylvania. In any action or suit to enforce any right or remedy under the Terms of Service or to interpret any provisions of the Terms of Service, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs, including expert witness fees. Each party is an independent contractor. Nothing in the Terms of Service shall be construed as making either party the partner, joint venturer, agent, employer, or employee of the other party. The Terms of Service and the Company Purchase Order constitute the sole and exclusive agreement between the parties with regard to the subject matter contained therein, and supersede and cancel any and all prior or contemporaneous explanatory or specification documents or agreements, whether written or oral, with regard to such subject matter. Any additional or different terms proposed by Client (whether in any purchase order, acknowledgment or other document now or subsequently submitted by Client) are rejected by Company and will be of no effect. The Terms of Service will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party. The Terms of Service and Company Purchase Order may not be assigned in whole or in part by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld, except however, the rights and obligations of either party may be assigned to another entity in connection with a reorganization, merger, consolidation, acquisition or other restructuring involving all or substantially all of the voting securities and/or assets of such party.

EXHIBIT A

CONTENT STORAGE LIMITATIONS
The maximum storage capacity for all content and record keeping of is 50 gigabytes. Additional storage is available in 50 Gigabyte blocks for a onetime fee of One Thousand Dollars ($1000USD) per block.
ONLINE WEB MEETING TOOL
Client must schedule internet meetings through the Licensed Products. Each internet meeting session may last up to two (2) hours in length. No more than twenty-five (25) active connections are permitted to the web meeting server during any individual meeting. All web meetings should be scheduled at least three business days in advance. Access to the CentreLearn Solutions, hereafter CLS, conferencing tools is on a first come first serve basis among all of our clients, therefore, CLS cannot guarantee that the requested time will be available. Successful web meetings require that all participants have high speed access to the internet. CLS is not responsible for setting up web meeting equipment or training participants on how to use the web conferencing system, however we do provide training for Clients administrators on how to use the scheduling tool in the Licensed Products.
TRAINING SERVICE
Company shall provide Client with onsite training if requested by Client. For such onsite training, Client will pay for training consulting time at a rate of One Hundred Twenty-Five Dollars ($125USD) per hour per trainer, economy class travel expenses for any trainer, and Client will be billed such amount separately.
GRAPHIC DESIGN AND INSTRUCTIONAL TECHNOLOGY SUPPORT
Fees
Purchasers of the Content Production Service receive the graphic design and instructional technology support services described below at no charge for up to 150 pieces of content per year. Custom content production services not specified below may be available for One Hundred Twenty Five Dollars ($125USD) per production hour. CLS will modify without charge any error in a presentation that is due to CLS’s error in transferring of covered video or audio files and PowerPoint slides. (For example – missing slides or text, or misspelled words, where there was no error on the materials provided by Client.)
If the Content Production Service has not been purchased, the rate for all services described below is One Hundred Twenty-Five ($125USD) per technician hour, unless specified otherwise. Custom content production services not specified below may be available for reasonable fees. CLS will modify without charge any error in a presentation that is due to CLS’s error in transferring of covered video or audio files and PowerPoint slides. (For example – missing slides or text, or misspelled words, where there was no error on the materials provided by Client.)
Flash Multimedia Processing
CLS builds the Client’s custom multimedia presentations from PowerPoint slides and recorded audio provided to CLS by the Client. Multimedia presentations will be built using Adobe / Macromedia Flash using Articulate Presenter or other PowerPoint to Flash conversion tools. The Client may request that a multimedia presentation be created in another format but CLS shall not be obligated to use the requested format if it does not have the capability to deliver content in the requested format. PowerPoint slide sets must be delivered in ready-to-convert form and the Client is responsible to deliver slides with text or graphic images that properly correlate to the audio presentation. Client recognizes that the final quality of a presentation is dependent upon the quality of the materials given to CLS by the Client. For best results the Client should request and follow CLS guidelines and advice on the use of colors, animation behaviors, graphics, fonts, photographs and other media to ensure high-quality online multimedia presentations. Any editing of Client’s content performed by CLS is limited to a final check and minor editing of errors in color usage, font size, background patterns, and graphic images. By submitting slides to CLS, Client agrees to accept our reasonable and necessary edits. CLS will return the slides if, in our opinion, the problems are serious enough to require the attention of the Client to resolve. Examples include missing information that is referenced in the audio portion of the presentation or extensive use of font sizes, colors and/or layout that are confusing or difficult to read when displayed in the Licensed Products and which would require major revisions of the slide set. If the Client declines a recommendation to repair or replace slides prior to multimedia presentation processing, any further processing requested by Client of the presentation after posting to the Training System may be billable at CLS’s discretion and after seeking Client’s permission to proceed.
Full Motion Video Processing
The Client may also submit DVD video presentations for conversion into Windows Media Player or Adobe/Macromedia Flash movies. If requested, CLS will return original materials to Client upon posting of compressed digital copies to the Licensed Products. Movies will always be made to conform to the latest version of the player intended for their delivery. Client recognizes that full motion video streaming results are best viewed on high bandwidth internet connections. Dial-up modem participants will typically experience unsatisfactory viewing of full motion video streaming materials.
Audio Recording
Audio files may be delivered to CLS on CD-Rom, DVD, videotape, or sent directly to CLS over the Internet. Audio files must be delivered in final edit form. CLS’s editing is limited to removal or reduction of noise artifacts, changes in volume levels, deletion of false starts and mistakes where a retake is recorded immediately after the error or false start, or Client must document the approximate location of retakes if they do not immediately follow the error. CLS will also apply patches provided to CLS in the event of an audio problem that cannot be edited by CLS such as background noises or gaps caused by technical problems during recording by Client. Client recognizes that use of proper audio recording equipment, including appropriate microphones, is essential for recording quality audio. Upon initial review of an audio file, CLS will notify Client if the quality of the audio is poor enough to warrant replacement. Poor quality audio is defined as audio with excessive noise, static, hiss, gaps, or slide-show audio sequencing problems which cannot be resolved with our editing resources. If Client chooses to post poor quality audio after being notified by CLS of the poor audio quality, any subsequent editing and posting of replacement audio may be billable at CLS’s discretion.
Copyrighted Material
CLS will not process any content that it believes may be under copyright from a third party without written permission from the copyright owner, which it is the Client’s responsibility to obtain and deliver to CLS.
 
Updated June 15, 2014

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