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SpearMC Terms of Use

Last updated April 11, 2023

These Terms of Use (hereinafter referred to as “Terms” or “Agreement”) constitute an agreement between SpearMC Consulting, having its registered office at 5020 Franklin Dr STE 100, Pleasanton, CA 94588 (hereinafter referred to as “SpearMC” or “Provider”) and you, a natural person or a legal entity (hereinafter referred to as “You” and or “Your” who accesses the All-Access Learning Pass (“Training Material”) account. If You subscribe to the Training Material on behalf of an organization, then You agree to these Terms for that organization and guarantee that You have the authority to bind that organization to these Terms. In that case, You will refer to that organization. Read these Terms carefully, as they relate to services provided by SpearMC through or in relation to the Training Material. The capitalized terms used herein are defined in the Definitions at the end of these Terms.

Security and Data Protection

You agree to data being collected and transferred to Provider’s third-party servers, the purpose of which is to ensure functionality of and authorization to use the Training Material. The Provider shall be entitled to collect, process, transfer and store essential data identifying You for support purposes, performance of these Terms and for the purpose of business and marketing communication. You are authorized to use the Training Material solely for the purpose and manner for which it is intended under these Terms and documentation, as applicable.
You are responsible for the security of Your Account and credentials required for logging in. SpearMC shall not be liable for any loss or damage resulting from Your failure to comply with this obligation to maintain security. If any of the Accounts are compromised, You should notify the Provider immediately.

Account Activation

SpearMC will send instructions to the End-User(s) on how to set up and activate your Account to use The Training Material. You are fully responsible for all activities performed on or through all Accounts made under Your Agreement. You agree that You will (a) provide true, accurate, current and complete information as prompted by the Set-Up Form, (b) immediately inform SpearMC of any unauthorized use of an Account or any other breach of security, and (c) exit from the Account at the end of each work session. SpearMC has no obligation to verify the data provided by You. However, if SpearMC finds out or suspects that the provided information is untrue, inaccurate, not current or incomplete, SpearMC may suspend or terminate You or Your End-User’s Account and refuse any and all current or future use of the Training Material.

Password Confidentiality

Each End-User will create an initial password for access to and use of the Training Material. Once the initial password is set by the end-user, SpearMC does not retain the technical ability to retrieve such passwords. You will cause each End-User to maintain the confidentiality of the passwords. You are fully responsible for all activities that occur using Your Accounts. You acknowledge and agree that neither SpearMC nor any other third party will be liable for any loss that any of Your End-Users may incur as a result of someone else using a password that has been assigned to or obtained by You, either with or without Your knowledge or End User’s knowledge; nor shall SpearMC or any other third party be liable or responsible for any unauthorized access or misuse of the Training Material by You or Your End-Users.

Details about privacy, personal data protection and rights as a data subject can be found in Privacy Policy.

Training Material

SpearMC owns or may exercise copyright to all the content available on the Training website. During the Term of Your Agreement, SpearMC grants You the non-exclusive, non-transferable, and limited right and license to allow End-Users to remotely access the Training Material that is located on the third-party servers in accordance with these Terms.

Term and Termination

Access shall begin on the Activation Date and shall terminate twelve (12) months from the Activation Date (“Term”). If You fail to comply with any of the provisions of these Terms, the Provider shall be entitled to terminate the Agreement, without prejudice to any damages or legal remedy available to the Provider and without a refund owed. In the event of termination of Your Agreement, all rights granted by SpearMC to You will immediately cease and Your access will be deactivated. Termination of this Agreement will not affect the provisions regarding intellectual property rights and ownership, provisions relating to indemnification, limitation of liability and payment.

Connection to the Internet

Connection to the Internet is necessary to access the Training Material. You are responsible for maintaining Your Internet browser software to ensure proper use. You must have the required equipment, software, and Internet access to be able to use the Training Material. To access the Training Material a modern web browser that supports cookies and JavaScript is required. Acquiring, installing, maintaining and operating equipment and Internet access is solely Your responsibility. You also agree not to hold SpearMC liable for any delays, inaccessibility or nonuse due to any issues in Your IT environment.

Support Services

SpearMC will provide support to the end-user only for all content loading or any technical issues that might arise while setting up or interacting with the content. All support inquiries that arise following the Activation Date shall be directed to susan.caranante@spearmc.com.

Fees and Payment Terms

Fees payable under this Agreement shall be payable through the SpearMC website or SpearMC sales representative at the time of purchase. All fees are collected in advance of the license Term. The annual fee will be collected  in advance of the expiration date, each year.

Fees will be determined by the number of Accounts You purchased and are non-refundable. 

Any additional Accounts purchased prior to the termination of Your Agreement will have a new Activation Date and will expire twelve (12) months from the new Activation Date.

Intellectual Property Rights/Ownership

The Training Material is offered on a perpetual license basis with an annual fee for on-going support and updated materials from classes  conducted throughout the year, and not sold. You and Your End-Users receive no title, any rights or ownership to Training Material itself or any of its copies except as expressly granted in these Terms. The Training Material contains copyrighted materials, trademarks, and intellectual property either owned or licensed directly to SpearMC, including but not limited to video, text, software, photos, graphics, images, music, and sound. You shall not modify, publish, make any copies, participate in the sale of, or exploit in any way any proprietary materials.

SpearMC grants You a non-transferable, non-exclusive, revocable license to use the Training Material solely for Training Material requirements.  You agree to use the Training Material and “service” subject to following conditions: (a) You are to use the Training Material only for purposes that are lawful in the jurisdictions where You reside (b) You agree to access the Training Material solely via the user interface for the sole purpose of Your own personal development purposes but not for any other purpose.

You agree not to reverse engineer, decompile, disassemble any software or system that provides or enables the Training Material. You acknowledge that You are responsible for all activity conducted via Your Account, including any unauthorized use of logos, trademarks, or other intellectual property, whether or not such material was available on the system.

Limitations of Use

You are limited to one login credential per email address.

Force Majeure

SpearMC shall not be liable for delays or failure to perform as a result of causes beyond its reasonable control, including acts of God or nature (such as fire, storm, flood, earthquake), electrical or power outages, labor disputes, civil unrest, acts of terror, war, pandemic or similar circumstances, or delay or failure by You or any of Your End-User in the timely performance of its obligations hereunder or under any Agreement.

Indemnification

You agree to defend, indemnify and hold harmless SpearMC, its directors, employees, independent contractors, providers, and affiliates against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees, reasonable attorneys’ fees arising out of or relating to (i) Your violation of these Terms or Agreement; (ii) any use by You of the Training Material, content, services or products other than as expressly authorized in these Terms; or (iii) breach of this Agreement.

Disclaimers

YOU HEREBY ACKNOWLEDGE THAT THE TRAINING MATERIAL IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NEITHER THE PROVIDER, ITS LICENSORS OR AFFILIATES, NOR THE COPYRIGHT HOLDERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT ACCOUNT WILL NOT INFRINGE ANY THIRD PARTY’S PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. THE PROVIDER OR ANY OTHER PARTY MAKE NO GUARANTEE THAT THE FUNCTIONS OF TRAINING MATERIAL WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF TRAINING MATERIAL WILL BE UNINTERRUPTED, ERROR-FREE, FREE FROM INTERRUPTION OR FAILURE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE SELECTION AND USE OF ACCOUNT TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE RESULTS OBTAINED FROM IT.

No other obligations. These Terms create no obligations on the part of the Provider and its licensors other than as specifically set forth herein.

SpearMC reserves the right to change or modify these Terms at any time without prior notice.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PROVIDER, ITS EMPLOYEES OR LICENSORS BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROPERTY DAMAGE, PERSONAL INJURY, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVER, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE OR OTHER THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE ACCOUNT, EVEN IF THE PROVIDER OR ITS LICENSORS OR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE PROVIDER, ITS EMPLOYEES OR LICENSORS BE LIABLE FOR ANY CYBER SECURITY BREACHES THAT OCCURRED BEFORE OR AFTER THE TRAINING MATERIAL.

Export and Re-export Control

The Account, the software, its components and/or the documentation thereof, shall be subject to import and export controls under legal regulations which may be issued by governments responsible for issue thereof under applicable law, including U.S. Export Administration Regulations, and end-user, end-use and destination restrictions issued by the U.S. Government and other governments. You agree to comply strictly with all applicable import and export regulations and acknowledge that You have the responsibility to obtain all licenses required to export, re-export, transfer or import.

Governing Law and Language

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 

General provisions

SpearMC reserves the right to audit the usage and to suspend, revoke, deny, disable, or terminate access if You have violated any provisions of these Terms of Use. SpearMC also reserves the right to take appropriate legal action, including without limitation to law enforcement for any illegal or unauthorized use of the Training Material and reserves the right to seek damages to the fullest extent permitted by law. SpearMC reserves the right to revise these Terms or any portion thereof at any time without prior notice by updating this document to reflect changes to the law or changes to the Training Material. You will be notified about any revision of these Terms through Your Admin. If you disagree with the changes to these Terms, You may terminate Your Agreement without a refund owed by Provider. Unless You terminate Your Agreement, You are bound by any amendments or revisions of these Terms. You are encouraged to periodically visit this page to review the current Terms that apply to Your use of Agreement.

Notices

All notices must be delivered to: SpearMC Consulting , 5020 Franklin Dr STE 100, Pleasanton, CA 94588.

Definitions


Defined Terms

  • “Account” means individual profile for each specific End-User with unique credentials to access the Training Material.
  • “Account Information” means the information required to set up each Account.
  • “Activation Date” or “Activation” means the date at which You received an email with access to The Training Material within the All-Access Learning Pass.
  • “Agreement” means this subscription Agreement for SpearMC’s All-Access Learning Pass and You.
  • “End-Users” means all of Your employees whom SpearMC provided login credentials.
  • “Training Material” means the Internet based training material within the All-Access Learning Pass.