Instructor Terms of Service

This Agreement (“Agreement”) is entered into by and between ProTrainings, a Michigan limited liability company (hereinafter "ProTrainings”) and by any individual or entity that joins the ProTrainings’ Instructor Network (hereinafter "Subscriber"). ProTrainings and Subscriber collectively may be referred to as the “Parties” or individually as a “Party” throughout this Agreement.

1. Purpose. Subscriber wishes to join the ProTrainings’ Instructor Network and engage in the business of teaching or otherwise disseminating ProTrainings courses and materials. By continuing the use of the website and enrolling in the instructor subscription program, Subscriber agrees to be bound by this Agreement, as may be amended from time to time.
   
   
2. ProTrainings Services. By joining the ProTrainings’ Instructor Network, subject to the terms and conditions herein, ProTrainings will endeavor to provide the Subscriber with following (collectively referred to as the “Services”):
   
   1. Provide Subscriber course curriculums and access to training materials detailed in the ProTrainings Instructor Network (the “ProTrainings’ Content”).
   2. Maintain Subscriber and participant records.
   3. Provide updates and information to Subscriber.
   4. Deliver or make available to the Subscriber student certifications in digital or physical form.
3. Subscription The Services are licensed on a monthly subscription basis to the Subscriber that pays for access to the ProTrainings’ Instructor Network. The subscription commences on the date the Subscriber creates an account and pays the initial fees required and terminates when the subscription is terminated in accordance with the provisions of this Agreement.
   
   
4. Relationship of the Parties.
   1. Nothing contained herein will be construed as creating any agency, partnership, joint venture, or another form of joint enterprise between the Parties. Subscriber does not have the authority to obligate or bind ProTrainings in any manner. Subscriber is not an employee or independent contractor of ProTrainings. Subscriber is a customer of ProTrainings and as such ProTrainings has the right to refuse any service to Subscriber at any time.
   2. Subscriber shall not, without the prior express written authorization from ProTrainings, contact customers or potential customers of ProTrainings directly; represent itself as an agent or employee of ProTrainings for the purpose of obtaining new or additional business; or in any way undermine the professional standing, reputation, or credibility of ProTrainings.
   3. Subscriber shall not, without the prior express written authorization from ProTrainings, solicit the business of or offer any additional products or services of Subscriber or any other entity to any customer of ProTrainings.
5. Use of ProTrainings' Content. As a condition for using the ProTrainings’ Content herein and/or maintaining an information access account, Subscriber expressly accepts, without limitation or modification, the following conditions, terms, and Notices:
   1. The information included on the ProTrainings web-based education is provided on an "as is," "as available" basis. ProTrainings disclaims all warranties, either express or implied, including the warranties of accuracy, timeliness, completeness, adequacy, non-infringement, merchantability, fitness for any particular purpose, or the results to be obtained from the use of such information. This disclaimer of liability applies to any warranty for information, data, services, or products provided through or in connection with the website.
   2. The Content provided to Subscriber through ProTrainings websites is for informational purposes only. Information provided to Subscriber by ProTrainings about standards, requirements, and programs is provided as general information only and is not intended to provide medical advice or legal advice. Under no circumstance is the information provided by ProTrainings to be used or considered as an official form of treatment.
   3. Neither ProTrainings, nor any of its employees, agents, successors, assigns, affiliates, or content or service providers shall be liable to Subscriber or other third parties for any loss, injury, claim, liability, or damage of any kind (including, without limitation, attorneys' fees and lost profits, opportunities or savings) resulting from, arising out of or any way related to:
      1. any errors in, inaccuracies, omissions, or other defects in the authenticity of the information, including but not limited to content, technical inaccuracies, and typographical errors; or
      2. any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action.
   4. ProTrainings reserves the right to change any information on any of its websites including but not limited to revising and/or deleting features or other information without prior notice.
   5. Subscriber acknowledges that ProTrainings may provide links to content provided by third parties to this Agreement. Accordingly, ProTrainings expressly disclaims any responsibility for the content, the accuracy of the information or the quality of products or services provided by these third-party organizations that maintain them. The existence of such links should not be construed as a recommendation, endorsement, approval or verification by ProTrainings of any content available on third party websites.
   6. Subscriber is responsible for maintaining the confidentiality of Subscriber’s account and password (where applicable). Subscriber is fully responsible for all activities that occur using Subscriber’s account or password. Subscriber must notify ProTrainings immediately of any unauthorized use of Subscriber’s account or password or any other breach of security. ProTrainings will not be liable for any loss that Subscriber may incur as a result of someone else using Subscriber’s password or account, either with or without Subscriber’s knowledge. Subscriber may not use anyone else's password at any time.
   7. ProTrainings is the owner of the information on its websites. ProTrainings does not grant any license or other authorization to any user of its trademarks, registered trademarks, service marks, or other copyrightable material or other intellectual property, by using such mark or work on ProTrainings website.
   8. Insubstantial portions of information provided by ProTrainings may be included in printed form. Subscriber does not have any permission or authority to distribute any memoranda, reports and presentations in electronic form. Any distribution of any information provided to Subscriber by ProTrainings must only be to a limited number of individuals. Subscriber must attribute the information to ProTrainings in all such memoranda, reports and presentations. All other usage, in part or whole, must include copyright notices from ProTrainings with the phrase "Reprinted with permission from ProTrainings (https://www.proskilleval.com)".
6. Ownership of Data, Property, and Copyrights.
   1. All records of the accounts of customers of ProTrainings, of any nature, whether existing at the time of this Agreement, procured through the efforts of Subscriber, or learned by Subscriber from any other source, and whether prepared by Subscriber or otherwise, shall be the exclusive property of ProTrainings.
   2. Subscriber agrees that data within the ProTrainings system, including but not limited to student training records, contact information, and certification records is the property of ProTrainings.
   3. During the Term of this Agreement, Subscriber will have access to and become acquainted with various trade secrets, consisting of formulas, patterns, devices, secret inventions, processes, and compilations of information, records, and specifications, all of which are owned by ProTrainings and regularly used in the operation of ProTrainings' business. All files, records, documents, drawings, specifications, equipment, and similar items relating to the business of ProTrainings, whether they are prepared by Subscriber or come into Subscriber's possession in any other way and whether or not they contain or constitute trade secrets or confidential information owned by ProTrainings, are and shall remain the exclusive property of ProTrainings and shall not be used under any circumstances whatsoever without the prior written consent of ProTrainings.
   4. Subscriber shall not misuse, misappropriate, or disclose any of the trade secrets or confidential information described herein, directly or indirectly, or use them in any way, either during the term of this Agreement or at any time thereafter.
7. Limitation of Liability. PROTRAININGS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, GENERAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OR BUSINESS OPPORTUNITY OR LOSS OF USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES TO SUBSCRIBER FOR A BREACH OF THIS AGREEMENT OR WRITTEN POLICY OF PROTRAININGS. IN THE EVENT OF A BREACH OR FAILURE OF ANY OBLIGATION OF PROTRAININGS, SUBSCRIBER’S DAMAGES SHALL BE LIMITED TO THE AMOUNT PAID BY SUBSCRIBER UNDER THE TERMS OF THIS AGREEMENT FOR THE THREE MONTHS PRECEDING THE BREACH OR FAILURE.
   
   
8. Indemnity Obligations. Subscriber shall indemnify, defend and hold harmless ProTrainings, its owners, employees, agents, and subcontractors from and against any and all claims, damages, reasonable attorneys’ fees, costs and expenses which ProTrainings incurs as a result of a claim or claims brought by any third party, arising out of any wrongdoing, negligence and/or breach of contract by the Subscriber alleged or otherwise related to Subscriber’s use of the ProTrainings’ Instructor Network or the materials related thereto.
   
   
9. Subscriber's Responsibilities.
   1. Subscriber represents, warrants, and agrees to :
      1. Follow all the policies, regulations, and procedures of ProTrainings related to the conduct and administration of skill evaluations/classes.
      2. Follow and comply with any regulation, rule or law set by any governmental body.
      3. Maintain updated contact information and regular communication with ProTrainings.
      4. Resolve any issues that may arise involving individuals whom the Subscriber instructs.
      5. Comply with any determination that ProTrainings makes regarding disputes with individuals whom the Subscriber instructs and cooperate with any investigative process of ProTrainings.
      6. Accept any requested changes to Subscriber’s training methods as requested by ProTrainings staff.
      7. Maintain a safe environment and proper equipment necessary for skill evaluations/classes.
      8. Provide honest and fair skill evaluations/instruction for participants.
      9. Conduct the complete evaluation requirements for each participant and provide appropriate information to participants for the completion of their certification.
      10. Not use of the name, logo, endorsement, services, or property of ProTrainings, without the express written permission of ProTrainings.
      11. Not charge any fees or seek financial gain for services relating to ProTrainings outside of the ProTrainings Instructor Network program in the due course services.
      12. Not disclose any confidential information that is available solely as a result of the affiliation with ProTrainings to any person not authorized to receive such information.
      13. Not operate in any manner that is contrary to the best interest of ProTrainings.
      14. Disclose any conflict of interest that may arise between Subscriber’s interests and Subscriber’s relationship with ProTrainings as soon as Subscriber becomes aware of it.
   2. Subscriber shall follow ProTrainings policies and procedures, as may be amended from time to time in the sole discretion of ProTrainings, to the best of Subscriber’s capability, and acknowledges that failure to follow the above policies and procedures may, at ProTrainings sole discretion, result in the immediate revocation of registration in the ProTrainings Instructor Network and termination of this Agreement.
10. Fee Structure. The Subscriber agrees to pay the following fee terms (“Fee” or “Fees”) for using and participating in the ProTrainings Instructor Network as follows:
    1. The Fees will be paid monthly and will be based on ProTrainings standard fee schedule for ProTrainings’ Instructor Network as posted on https://www.proinstructortraining.com/.
    2. No refunds or credits for Fees or payments will be provided to Subscriber if Subscriber elects to downgrade Subscriber’s access to the ProTrainings Instructor Network. Downgrading may cause a loss of content, features, or capacity of the ProTrainings Instructor Network as available to Subscriber, and ProTrainings does not accept any liability for such loss.
    3. Unless otherwise stated, the Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Subscriber is responsible for paying Taxes.
    4. ProTrainings reserves the right to change or modify these Fees at its sole discretion. In the event ProTrainings modifies the Fees the new Fees will take effect for Subscriber at the next charge or renewal period.
    5. Subscriber hereby authorizes the ProTrainings to bill or charge Subscriber’s credit card or another payment instrument on a periodic basis in accordance with the terms of payment outlined above. Subscriber further agrees to pay any Fees so incurred. If applicable, Subscriber hereby authorizes ProTrainings to charge Subscriber’s credit card or another payment instrument to establish such prepaid credit. Subscriber agrees to promptly update account information on file with ProTrainings with any changes that may occur.
    6. Subscriber acknowledges that if Subscriber does not pay the Fees when due and bring Subscriber’s account current, ProTrainings may at its sole discretion suspend or terminate Subscriber’s access to ProTrainings resources, website, ProTrainings Instructor Network, or other property or service of ProTrainings until such breach is cured.
    7. If this Agreement is terminated and Subscriber desires to reinstate Subscriber’s account, Subscriber may be required to pay Fees related to reinstating Subscriber’s account along with any prior unpaid dues, fees, or other remaining balances owed ProTrainings.
11. Termination.
    1. Unless stated otherwise herein, either Party may cancel this Agreement with ten (10) days written Notice. The cancellation will become effective at the end of the monthly billing period. You will not receive a prorated refund; your access and subscription benefits will continue for the remainder of the billing period.
    2. Notwithstanding the foregoing, ProTrainings may at its sole discretion terminate this Agreement immediately upon Subscriber’s breach of any of the provisions herein, by sending Notice to Subscriber of an accelerated termination (“Accelerated Termination”). In the event of an Accelerated Termination, Subscriber will immediately cease and desist from any activity related to this Agreement unless the provisions survive the termination.
    3. Upon termination Subscriber may lose access to records, data, and other information on ProTrainings website that is not publicly posted. Subscriber will also lose all privileges granted in connection to the ProTrainings Instructor network, including but not limited to the teaching of classes and issuance of certificates. These records, data, and other information are the property of ProTrainings, and Subscriber agrees to not contest the ownership of said data, records, or other information. ProTrainings may also at its sole discretion block Subscribers access to any login, web portal, or other means of access.
    4. In the event of a termination of this Agreement by either Party, Subscriber shall:
       1. Cooperate with ProTrainings in any requests related to the termination of this Agreement; and
       2. Cease to engage in services related to this Agreement including but not limited to the teaching of classes and issuance of any certifications.
12. Survivorship and Renewal. If this Agreement is terminated by either Party, articles 4, 5, 6, 7, 8, 11, 13, and 14 shall survive as long as permitted by law. If Subscriber terminates and later renews this Agreement a new effective date shall govern this Agreement as determined by the payment of initial funds required to join the ProTrainings Instructor Network in addition to any prior unpaid dues, fees, or other payments owed to ProTrainings by Subscriber from in the prior Term of this Agreement.
13. Notice. Any notice required under this Agreement shall be given in writing, in the English language, and sent to Subscriber’s email address provided in Subscriber’s account information. Any notice or request required or permitted to be given under or in connection with this Agreement shall be deemed to have been duly given on the date of delivery or transmission if delivered accordingly.
14. General Provisions
    
    1. Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the engagement of Subscriber by ProTrainings, and contains all of the covenants and agreements between the parties with respect to that engagement in any manner whatsoever. Each party to this Agreement acknowledges that no representation, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not in writing in this Agreement, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding on either party, except that any other written agreement dated concurrently with or after this Agreement shall be valid as between the signing parties thereto.
    2. Assignment. Subscriber shall not assign or transfer any part of its rights or obligations contained in this Agreement or any interest therein without the prior written consent of the ProTrainings.
    3. Modifications. Any modification of this Agreement will be effective only if it is in writing and signed by both parties.
    4. Interpretation. The headings of paragraphs are included in this Agreement for purposes of information and convenience only and shall not affect the meaning or be used in interpreting the terms of this Agreement.
    5. Waiver. The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by the other party shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.
    6. Severability. If any provision herein is found by a court of competent jurisdiction to be void or unenforceable, the provision shall be modified as necessary to conform to such laws or, if such modification would destroy the intent of the Parties, the provision shall be severed from this Agreement, and this Agreement shall be interpreted without reference to the severed provision. Notwithstanding any provision in this Agreement to the contrary, it is not the intent of either Party to have the Agreement terminated or voided due to a finding of unenforceability, excessiveness or unreasonableness.
    7. Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction of being invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
    8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. Subscriber consents and agrees that any judicial action brought to enforce this Agreement, or for any breach hereof, or for any defect or deficiency of the ProTrainings’ Instructor Network, whether on warranty, contract, negligence, or strict or products liability, shall be brought solely in a state or federal court located in Kent County, Michigan, and the Subscriber consents and submits to the jurisdiction of such court.
    9. Attorney's Fees. In the event that ProTrainings is the prevailing party in any action, proceeding or arbitration between the Subscriber and ProTrainings concerning the interpretation and/or enforcement of any of the terms or provisions of this Agreement, the Subscriber shall be liable to ProTrainings for all costs, including reasonable attorney’s fees, incurred by ProTrainings with respect to such action, proceeding or arbitration.