Planet Partnership » Terms of Use Agreement

Agreement for the Ideal Student Initiative®

THIS AGREEMENT describes the terms and conditions under which Planet Partnership, LLC (“Planet Partnership”), offers you access to its online Ideal Student Initiative® training modules (the “Training Modules”). By scrolling to the bottom of this Agreement and clicking the box “I agree to the terms of the Planet Partnership User Agreement”, and by accessing or using the Training Modules thereafter, you accept this agreement and agree to be bound by each of its terms. Planet Partnership reserves the right (a) to modify the terms of this Agreement from time to time and so often as it desires, and (b) to condition your further access to and use of the Training Modules upon your agreement to the terms of the modified Agreement.

1 Use of the Training Module.

1.1 License to Access and Use the Training Modules. Planet Partnership grants you a limited, non-exclusive, non-assignable license to access and use the Training Modules by (a) permitting you to access a designated web site maintained by Planet Partnership (the “Web Site”), and (b) downloading a Java Applet or dHTML to be provided by Planet Partnership (the “User Interface”) into your browser. Planet Partnership shall otherwise retain ownership of the Web Site, the User Interface, the computer programs and other technologies underlying and providing functionality to the Training Modules (the “Software”), and all of its other intellectual property rights.

1.2 Passwords. You are solely responsible for choosing and keeping secure your password to access and use your account on the Training Modules, and for any and all activities that occur under your account. Planet Partnership bears no responsibility for your account being compromised and used without your authorization. Should you become aware of unauthorized activity on your account you must notify Planet Partnership immediately.

1.3 Site Content. Planet Partnership owns and operates the Web Site. Unless otherwise noted, Planet Partnership owns, controls or licenses all materials, including, but not limited to, pictures, illustrations, designs, icons, logos, text, audio clips, and video clips (collectively, the “Planet Partnership Content”) on the Web Site and all intellectual property rights therein. All other copyrights, trademarks, service marks, and trade names (including third party product names) used on this site are the property of their respective owners. No Planet Partnership Content may be copied, reproduced, modified, republished, uploaded, posted, transmitted, distributed, indexed or linked in any form or by any means without Planet Partnership’s prior written permission.

1.4 User Communications. Planet Partnership may, but is not obligated to, monitor or review (a) any areas on the Web Site where you and other users of the Training Modules transmit or post communications to or through the Web Site or communicate with other users of the Training Modules and (b) the content of any such communications. Planet Partnership shall have no liability related to the content of any such communications, whether or not arising under the laws of copyright, patent, trade secret, defamation, privacy, obscenity, or otherwise. You are solely responsible for all content including, but not limited to, photographs, caricatures, illustrations, designs, icons, articles, text, audio clips, and video clips (collectively, “User Content”) that you post, email, or otherwise transmit via the Web Site. Planet Partnership does not control User Content posted, emailed or otherwise transmitted via the Training Modules, and does not guarantee the accuracy, integrity or quality of such User Content. You shall not provide any User Content that: (i) infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); (iii) promotes activities with harmful objectives that may result in injuries to persons, property, or the environment; (iv) promotes the sale of controlled substances such as weapons, alcohol, pharmaceutical goods and drugs, or any illegal goods or services; (v) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (vi) is obscene, harmful to minors, or pornographic; (vii) promotes pyramid schemes; (viii) contains any viruses, Trojan horses, worms, time bombs, bots, malware, spyware or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (ix) is materially false, misleading or inaccurate. You understand that by using this site, you may be exposed to User Content that is offensive, indecent or a violation of an individual’s or entity’s proprietary rights. Under no circumstances will Planet Partnership be liable for any User Content posted, emailed or otherwise transmitted via the Training Modules.

1.5 Additional Restrictions. In addition to any other restrictions provided for in this Agreement, you: (a) shall access and use the Training Modules solely for teaching purposes; (b) shall not use, copy, modify, or distribute (electronically or otherwise) the User Interface or the Software, or any copy, adaptation, transcription, or merged portion of the User Interface or the Software; (c) shall not reverse assemble, reverse compile, or otherwise translate the User Interface or the Software; (d) shall not attempt to access the Training Modules except as expressly provided for in Section 1.1 of this Agreement; and (e) shall not interfere or attempt to interfere with the proper working of the Web Site or take any action that imposes a detrimental burden on Planet Partnership’s servers or infrastructure.

1.6 Changes and Modifications. Planet Partnership reserves the right to make additions, deletions or modifications to the Web Site and to the Training Modules at any time, without prior notice.

2 Rights of Third Parties. Planet Partnership licenses certain copyrighted and/or proprietary software and other technologies from third parties for use in the Training Modules (the “Third Party Software”). Planet Partnership does not hereby sell or transfer title to the Third Party Software to you. All right, title and interest in and to the Third Party Software and to any modifications and enhancements to the Third Party Software shall remain the sole and exclusive ownership of Planet Partnership and/or its software licensors. You shall not be treated as a direct, indirect, intended or incidental third party beneficiary of any license agreement entered into between Planet Partnership and its software licensors.

3 Termination. Planet Partnership may immediately terminate or suspend your right to further access or use the Training Modules upon your material breach of any of your obligations under this Agreement.

4 Disclaimer of Warranties. PLANET PARTNERSHIP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEB SITE, THE CONTENT ON THE WEB SITE, ANY INFORMATION MADE AVAILABLE ON OR THROUGH THE WEB SITE OR THE TRAINING MODULES. PLANET PARTNERSHIP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO ALL OF THE FOREGOING. FURTHERMORE, PLANET PARTNERSHIP DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION ON THE WEB SITE OR THAT USE OF THE WEB SITE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT MESSAGES OR REQUESTS WILL BE DELIVERED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEB SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

5 Limitations of Liability. IN NO EVENT WILL PLANET PARTNERSHIP BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL ,PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE WEB SITE, ANY WEB SITES LINKED TO THE WEB SITE, THE MATERIALS OR INFORMATION CONTAINED AT ANY OR ALL SUCH SITES, OR THE TRAINING MODULE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PLANET PARTNERSHIP BE LIABLE TO YOU IN ANY MANNER WHATSOEVER FOR ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU IN RELIANCE UPON INFORMATION PROVIDED THROUGH THE WEB SITE OR THE TRAINING MODULE. NOTWITHSTANDING THE FOREGOING, IF YOU BECOME ENTITLED TO ANY RECOVERY, THE AGGREGATE LIABILITY OF PLANET PARTNERSHIP ARISING FROM OR RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORM OF ACTION OR CLAIM, E.G. CONTRACT, WARRANTY, TORT, STRICT LIABILITY, NEGLIGENCE, MALPRACTICE, FRAUD OR ANY OTHER LEGAL THEORY) IS LIMITED TO US$100.00. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

6 Indemnification. You shall defend, indemnify and hold Planet Partnership, its subsidiaries, affiliates, officers, employees and agents harmless from and against any claims, liability, damages and/or costs (including, without limitation, reasonable attorney’s fees and expenses) Planet Partnership may incur as a result of claims in any form by third parties related to or arising out of: (a) your access to or use of the Web Site or the Training Modules; (b) your material breach of the terms of the Agreement; or (c) your infringement of any intellectual property or other right of any person or entity in connection with the Training Modules.

7 General.

7.1 Waiver. Planet Partnership’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Planet Partnership in writing.

7.2 Attorney’s Fees and Costs. The prevailing party in any litigation between the parties related to or arising out of this Agreement shall recover its reasonable attorney’s fees and costs from the non-prevailing party.

7.3 Governing Law; Venue. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Florida without giving effect to the conflict-of-laws principles thereof. The federal and state courts located in Hillsborough County, Florida, shall have exclusive jurisdiction over any action brought to enforce the rights and obligations contained in this Agreement.

7.4 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement.

7.5 Headings; Interpretation. Headings of particular Sections and Subsections are inserted for convenience only and are not to be considered a part of this Agreement or be used to define, limit or construe the scope of any term or provision of this Agreement. Should any provision of this Agreement require judicial interpretation, the parties agree that the court construing the same shall not apply any presumption that the terms of this Agreement shall be more strictly construed against one party than against another.

7.6 Injunctive Relief. You acknowledge and agree that any breach or threatened breach of this Agreement of these Terms of Service by you shall result in irreparable harm to Planet Partnership, and further agree that this Agreement shall be enforceable by legal and equitable proceedings, including injunctive relief, which shall be without need of proof of damages or irreparable harm.

7.7 Notices. Planet Partnership may provide notice to you under this Agreement by fax, mail, personal delivery or email.

7.8 Entire Agreement. This Agreement constitutes the entire understanding between you and Planet Partnership, and supersedes all prior understandings, whether written or oral, with respect to your access to and use of the Web Site and the Training Modules.