TERMS AND CONDITIONS

Your use of LearnComply’s products, software, services, videos and websites (referred to collectively as the “Services” in this document and excluding any services provided to you by LearnComply under a separate written agreement) is subject to the terms of a legal agreement between you and LearnComply “LearnComply” and “Cloudience” means Cloudience dba LearnComply, whose principal place of business is at 900 W. Chandler Blvd, STE A8, Chandler, AZ 85225, United States. This explains how the agreement is made up, and sets out some of the terms of that agreement.

Unless otherwise agreed in writing with LearnComply, your agreement with LearnComply will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.

Your agreement with LearnComply will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.

The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and LearnComply in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.

If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.

ACCEPTING THE TERMS

In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.You can accept the Terms by:

clicking to accept or agree to the Terms, where this option is made available to you by LearnComply in the user interface for any Service; or

by actually using the Services. In this case, you understand and agree that LearnComply will treat your use of the Services as acceptance of the Terms from that point onwards.

You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with LearnComply, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.

Before you continue, you should print off or save a local copy of the Universal Terms for your records.

LANGUAGE OF THE TERMS

Where LearnComply has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with LearnComply

If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.

PROVISION OF THE SERVICES BY LEARNCOMPLY

LearnComply is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which LearnComplyprovides may change from time to time without prior notice to you.

As part of this continuing innovation, you acknowledge and agree that LearnComply may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at LearnComply’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform LearnComply when you stop using the Services.

You acknowledge and agree that if LearnComply disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.

USE OF THE SERVICES BY YOU

In order to access certain Services, you will be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to LearnComply will always be accurate, correct and up to date.

You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by LearnComply, unless you have been specifically allowed to do so in a separate agreement with LearnComply You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.

You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

Unless you have been specifically permitted to do so in a separate agreement with LearnComply, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

You agree that you are solely responsible for (and that LearnComply has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which LearnComply may suffer) of any such breach.

YOUR PASSWORDS AND ACCOUNT SECURITY

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.

Accordingly, you agree that you will be solely responsible to LearnComply for all activities that occur under your account.

If you become aware of any unauthorized use of your password or of your account, you agree to notify LearnComply immediately at https://learncomply.com/contact-us

PRIVACY AND YOUR PERSONAL INFORMATION

For information about LearnComply’s data protection practices, please read LearnComply’s privacy policy at  https://learncomply.com/privacy-policy. This policy explains how LearnComply treats your personal information, and protects your privacy, when you use the Services.

You agree to the use of your data in accordance with LearnComply’s privacy policies.

CONTENT IN THE SERVICES

8.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole property of LearnComply All such information is referred to below as the “Content”.

8.2 You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to LearnComply (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by LearnComply or by the owners of that Content, in a separate agreement.

PROPRIETARY RIGHTS

You acknowledge and agree that LearnComply (or LearnComply’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by LearnComply and that you shall not disclose such information without LearnComply’s prior written consent.

Unless you have agreed otherwise in writing with LearnComply, nothing in the Terms gives you a right to use any of LearnComply’s trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.

REFUND POLICY

As a duly appointed representative of your company, acting on behalf of your company, you may request a refund for any course’s purchased by you or your company that have NOT been accessed by either yourself, your co-workers, or person’s in your employ.

Should a refund be issued you take full financial and legal responsibility for the amount refunded.

Refunds are subject to the following conditions:

  1. All refunds are subject to a 15% administration fee
  2. Refunds will be issued in check form sent by U.S. mail
  3. Checks will be payable and mailed only to the credit card holder
  4. Refunds will take up to 30 days to process

ENDING YOUR RELATIONSHIP WITH LEARNCOMPLY

The Terms will continue to apply until terminated by either you or LearnComply as set out below.

If you want to terminate your legal agreement with LearnComply, you may do so by (a) notifying LearnComply at any time and (b) closing your accounts for all of the Services which you use, where LearnComply has made this option available to you. Your notice should be sent, in writing, to LearnComply’s address which is set out at the beginning of these Terms.

LearnComply may at any time, terminate its legal agreement with you if:

  1. You have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
  2. LearnComply is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
  3. LearnComply is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
  4. the provision of the Services to you by LearnComply is, in LearnComply’s opinion, no longer commercially viable.

Nothing in this Section shall affect LearnComply’s rights regarding provision of Services under Section 4 of the Terms.

When these Terms come to an end, all of the legal rights, obligations and liabilities that you and LearnComply have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 16.7 shall continue to apply to such rights, obligations and liabilities indefinitely.

EXCLUSION OF WARRANTIES

NOTHING IN THESE TERMS, INCLUDING SECTIONS 12 AND 13, SHALL EXCLUDE OR LIMIT LearnComply’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”.

IN PARTICULAR, LearnComply, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

  1. YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
  2. YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
  3. ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
  4. THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LearnComply OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

LearnComply FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

SUBJECT TO OVERALL PROVISION IN PARAGRAPH 12.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT LearnComply, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

  1. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
  2. ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
    1. ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY INFORMATION, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND LearnComply;
    2. ANY CHANGES WHICH LearnComply MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
    3. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
    4. YOUR FAILURE TO PROVIDE LearnComply WITH ACCURATE ACCOUNT INFORMATION;
    5. YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

THE LIMITATIONS ON LearnComply’S LIABILITY TO YOU IN PARAGRAPH 13.1 ABOVE SHALL APPLY WHETHER OR NOT LearnComply HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

OTHER CONTENT

The Services may include hyperlinks to other web sites or content or resources. LearnComplymay have no control over any web sites or resources which are provided by companies or persons other than LearnComply

You acknowledge and agree that LearnComply is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

You acknowledge and agree that LearnComply is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

CHANGES TO THE TERMS

LearnComply may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, LearnComply will make a new copy of the Universal Terms available here and any new Additional Terms will be made available to you from within, or through, the affected Services.

You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, LearnComply will treat your use as acceptance of the updated Universal Terms or Additional Terms.

GENERAL LEGAL TERMS

Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.

The Terms constitute the whole legal agreement between you and LearnComply and govern your use of the Services (but excluding any services which LearnComply may provide to you under a separate written agreement), and completely replace any prior agreements between you and LearnComply in relation to the Services.

You agree that LearnComply may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

You agree that if LearnComply does not exercise or enforce any legal right or remedy which is contained in the Terms (or which LearnComply has the benefit of under any applicable law), this will not be taken to be a formal waiver of LearnComply’s rights and that those rights or remedies will still be available to LearnComply

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

You acknowledge and agree that each member of the group of companies of which LearnComply is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.

The Terms, and your relationship with LearnComply under the Terms, shall be governed by the laws of the State of Arizona without regard to its conflict of laws provisions. You and LearnComplyagree to submit to the exclusive jurisdiction of the courts located within the county of Maricopa, Arizona to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that LearnComply shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.