Terms and Conditions

1. Definitions
   
   
   1. "Administrator" shall mean a Subscriber (as defined in Section 1(i)) with authority to designate additional Authorized Users and/or Administrators.
   2. "Agreement" shall mean this entire Products And Services Agreement and incorporates by reference the Privacy Policy; the Data Protection Addendum; the Terms of Use; the Security Policy; and the attached Exhibits.
   3. "Authorized User" shall mean an individual subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users.
   4. "Confidential Information" shall mean the Content (as defined in Section 1(e)) and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, concepts, business and marketing plans or strategies, financial information, business models, pricing and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to either party’s premises.
   5. "Content" shall mean any materials, including, but not limited to, articles, images, illustrations, designs, icons, photographs, videos and audio files that are part of the Website or any information provided by you to ProTrainings in connection with the Service, including, without limitation, information about your Authorized Users.
   6. "Originating Subscriber" shall mean the Subscriber who initiated the Services offered by ProTrainings and is assumed by ProTrainings to have the sole authority to administer the subscription.
   7. "Products" means all fungible goods as defined in the Uniform Commercial Code of the State of Michigan, Act No. 174 of Michigan Public Acts of 1962, MCL 440.1101 et seq., as amended, that are made available through the Website.
   8. "Service" shall mean any software or services provided by ProTrainings.
   9. "Subscriber" shall refer to the purchaser of the Products or Services provided by ProTrainings and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on your behalf.
   10. "Security Emergency" shall mean a violation by Subscriber of this Agreement that (a) could disrupt (i) ProTrainings’s provision of the Service; (ii) the business of other subscribers to the Service; or (iii) the network or servers used to provide the Service; or (b) provides unauthorized third-party access to the Service.
   11. "Website" shall refer to www.protrainings.com, all of the subdomains of www.protrainings.com and any other website affiliated with www.protrainings.com or ProTrainings.
       
       
2. Limited License & Use of the Service
   
   
   1. Subject to these Terms, ProTrainings is granting Subscriber a non-exclusive, non-transferable, limited, non-sublicensable license to access and use the Service.
   2. Authorized Users agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Content, Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheet ("CSS") or any visual design elements without the express written permission from ProTrainings.
   3. Authorized Users agree not to modify, reverse engineer, adapt or otherwise tamper with or attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or modify another website so as to falsely imply that it is associated with the Service, ProTrainings, or any other software or service provided by ProTrainings.
   4. Authorized Users agree that they will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.
   5. Authorized Users agree that they will not knowingly use the Service to upload, post, host, or transmit unsolicited bulk email "Spam", short message service "SMS" messages, viruses, self-replicating computer programs "Worms" or any code of a destructive or malicious nature. Authorized Users further agree they will not test, penetrate, or scan the Services for vulnerabilities or limitations.
   6. Authorized Users agree to not interfere with the Service operation (e.g., by exceeding or trying to exceed load specifications) or anyone else's use of the Services.
   7. Authorized Users agree not to impersonate anyone or misrepresent your connection with any person or entity.
   8. Authorized Users agree to not copy any ideas, features, functions, or graphics of the Services, nor compete with ProTrainings in any way.
   9. Subscribers and/or Authorized Users agree to not access or use the Services in a manner intended to avoid incurring fees owed (e.g. by repeatedly transferring a seat to and from the same user(s) to avoid paying for the appropriate number of seats needed, or by sharing account credentials – each user account is personal to the user to which it is issued).
   10. Authorized Users agree to not scrape, data mine, or access the Software, Services, or Content (including third party content made available through ProTrainings) programmatically.
   11. Except for the non-exclusive license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with ProTrainings.
   12. ProTrainings reserves the right at any time, and from time-to-time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that ProTrainings shall provide Subscriber with 30-days’ notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Subscriber’s acceptance of the modification.
   13. ProTrainings reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two business days’ notice prior to any such suspension. Such notice shall be provided to you in advance through by way of notification within the Service, email or other notification method deemed appropriate by ProTrainings. Further, ProTrainings shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the Subscriber but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, ProTrainings will use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension.
       
       Subscriber grants to ProTrainings a non-exclusive, royalty-free right during Subscriber’s use of the Service, to use the Confidential Information for the sole purpose of performing ProTrainings’ obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for ProTrainings to generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with the Privacy Policy.
       
       
3. Access to the Service
   
   
   1. Subscriber is only permitted to access and use the Service if Subscriber is an Authorized User. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service.
   2. Each Authorized User will be provided with a unique identifier to access and use the Service ("Username"). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.
   3. The initial Administrator shall be the Originating Subscriber with authority to administer the subscription and designate additional Authorized Users and/or Administrators. Each subscription may designate multiple Authorized Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any Authorized User.
   4. Administrators are responsible for all use of the Service by Authorized Users on the list of active Authorized Users associated with their subscription to the Service.
   5. All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.
      
      
4. Purchase of Products
   
   
   1. The information on the Website does not constitute a binding offer to sell Products described on the Website or to make such Products available in all areas. ProTrainings reserves the right at any time after receipt of any order to accept or decline the order, or any portion thereof, in ProTrainings’ sole discretion, even if a Subscriber has received an order confirmation or a Subscriber’s credit card has been charged. Subscriber may not purchase any item from this site for resale by Subscriber or any other person, and Subscriber may not resell any item purchased from this site.
   2. The prices displayed on the Website are quoted in U.S. dollars and are intended to be valid and effective only in the United States. In the event a Product is listed at an incorrect price, ProTrainings has the right to refuse or cancel orders placed for the Product listed at the incorrect price, regardless of whether the order has been confirmed or Subscriber’s credit card has been charged. If Subscriber’s credit card has already been charged for the purchase and the order is canceled, ProTrainings’ will issue a credit to Subscriber’s credit card account.
   3. ProTrainings publishes information on the Website as a convenience to its visitors. While ProTrainings attempts to provide accurate and timely information, there may be inadvertent technical or factual inaccuracies and typographical errors. ProTrainings reserves the right to make corrections and changes to the Website at any time without notice. The Products described on the Website may not be available in all areas.
   4. If a Product that is purchased is defective or did not arrive as expected for any reason, Subscribers can return the Product to ProTrainings within 30 days of the date the Product was purchased. Upon receipt of the returned Product(s), ProTrainings will issue a refund in an amount equal to the purchase price with product. Subscriber will be responsible for the payment of any shipping and handling related to the return of any Products unless ProTrainings agrees otherwise in writing.
      
      
5. Confidentiality
   
   Each party (the “Discloser”) has disclosed or may disclose proprietary or non-public business, technical, financial, or other information in anticipation of this Agreement or during the term of this Agreement (“Confidential Information”) to the other party (the “Recipient”). Confidential Information of ProTrainings expressly includes non-public information regarding features, functionality, and performance of the Services, as well as Content. However, Confidential Information excludes any information that: (a) is or becomes generally available to the public without action or omission by Recipient; (b) was in the Recipient’s possession or known by it prior to receipt from the Discloser; (c) was rightfully disclosed to the Recipient without restriction by a third party; or (d) was independently developed by Recipient without use of or reference to any Confidential Information of the Discloser.
   
   The Recipient agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement, however, (i) in the event that ProTrainings is the Recipient, any of such Confidential Information may be disclosed to the ProTrainings’ representatives, agents and advisors who need to know such information for the purpose of providing the Products and Services, (ii) any disclosure of such information may be made to any person or entity following receipt of consent of such disclosure in writing, and (iii) such information may be disclosed if so required by law.
   
   
6. Security and Access
   
   
   1. ProTrainings will provide a secure method of authentication and accessing its Service. ProTrainings will provide mechanisms that:
      1. allow for user password management;
      2. transmit passwords in a secure format; and
      3. protect passwords entered for purposes of gaining access to the Service by utilizing code that follows password management best practices.
   2. Subscriber will be responsible for protecting the security of usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service.
   3. Subscriber will implement policies and procedures to prevent unauthorized use of usernames and passwords and will promptly notify ProTrainings upon suspicion that a username and password has been lost, stolen, compromised, or misused.
      
      
7. Payment, Refunds and Changes
   
   
   1. Subscribers that have purchased subscription Services from ProTrainings agree to the following:
      1. Subscribers with paid subscriptions will provide ProTrainings with a valid credit card for payment of the applicable subscription fees. All subscription fees are exclusive of all federal, state, provincial, municipal or other taxes which Subscribers agree to pay based on where the Subscriber is primarily domiciled. In addition to any fees, the Subscriber may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges.
      2. Subscribers with monthly subscriptions will be charged upon the expiration of any applicable free trial period. Subscriptions canceled prior to the expiration of any trial period, will not be charged. Monthly Subscribers will thereafter be charged in advance each 30 days. Annual Subscribers will thereafter be charged annually on the anniversary date of the initial subscription charge. All charges are final and non-refundable, including payments made by annual Subscribers, unless stated otherwise in this Agreement.
      3. No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a Subscriber.
      4. There are no charges for canceling a subscription, and paying subscriptions cancelled prior to the end of their current billing cycle will not be charged again in the following cycle.
      5. The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription, including upgrades or downgrades. Subscription changes, including downgrades, may result in loss of access to Content, features, or an increase or reduction in the amount of available capacity for Content provided by the Service.
   2. Subscribers that have purchased one-time Services from ProTrainings agree as follows:
      1. Payment on Completion. Subscribers that take courses that require payment upon completion of the course will pay for the Service, in full, at the time they complete the selected course. Failure to pay for the Services will be considered a breach of this Agreement and ProTrainings will have no further obligation to the Subscriber following such breach and any certification issued through the Services will be invalid.
      2. Pre-Payment. Subscribers that prepay for any course will pay for the Services, in full, prior to ProTrainings granting access to any of the Services. Failure to pay for the Services will result in an immediate termination of this Agreement and ProTrainings will have no further obligation to the Subscriber. 
      3. Subscribers may, within 30 days of purchase, request a refund unless Subscriber has completed a training course. Once a Subscriber has completed the course, no refunds will be issued. Refunds will only be issued if requested within 30 days of purchase. No refunds will be given after 30 days. Refunds will be issued back to Subscriber’s credit card or payment method used to purchase the Services.
   3. All prices are in U.S. Dollars and are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service.
   4. Subscriber is responsible for paying all taxes associated with the subscription to the Products or Services. If ProTrainings has the legal obligation to pay or collect taxes for which Subscriber is responsible, the appropriate amount shall be invoiced to and paid by Subscriber, unless Subscriber provides ProTrainings with a valid tax exemption certificate authorized by the appropriate taxing authority.
   5. Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If the Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, ProTrainings receives an amount equal to the sum it would have received had no such deduction or withholding been made.
   6. Subscriber is solely responsible for any bank fees, interest charges, finance charges, overdraft charges, and any other fees Subscriber incurs as a result of the charges billed by ProTrainings.
      
      
8. Cancellation and Termination
   
   
   1. The Administrator is solely responsible for canceling subscriptions. An Administrator may cancel their subscription at any time by contacting ProTrainings customer service at 616-855-2500, as applicable. For security reasons, cancellations shall only be performed by an Administrator using the account cancellation URL within the Service. The Administrator may be directed, within the Service, to call support to complete the cancellation. Cancellations shall not be accepted by any other means.
   2. ProTrainings, in its sole discretion, has the right to suspend or discontinue providing the Service to any Subscriber immediately without notice if Subscriber (a) is in material violation of this Agreement; or (b) creates a Security Emergency. Subscriber agrees that non-payment of any amounts owed to ProTrainings is a material violation of this Agreement.
   3. If any Authorized Users use the Service to materially violate this Agreement in a way that does not create a Security Emergency; ProTrainings will provide Subscriber with commercially reasonable notice of this violation. If the violation is not resolved to ProTrainings’s reasonable satisfaction within ten (10) days of such notice, then ProTrainings reserves the right to suspend access to the Service.
      
      
9. Limitation of Liability
   
   SUBSCRIBER AGREES THAT THE LIABILITY OF PROTRAININGS ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT WITHIN THE THREE-MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. SUBSCRIBER FURTHER AGREES THAT PROTRAININGS IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER PROTRAININGS HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THESE DISCLAIMERS ARE NOT APPLICABLE TO THE EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY PROTRAININGS TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
   
   
10. Disclaimer of Warranties
    
    
    1. PROTRAININGS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS WITH RESPECT TO ANY PRODUCTS OR SERVICES PROVIDED BY PROTRAININGS.
    2. ProTrainings makes no warranty that its Services when provided to Subscriber in digital or electronic format will be compatible with Subscriber computer and/or other equipment, or that these Services will be secure or error free. Nor does ProTrainings make any warranty as to any results that may be obtained from the use of the Products or the Service.
    3. Subscriber shall ensure that the Products or Services purchased are suitable for any of Subscriber’s occupational requirements and fulfills any of Subscriber’s training obligations. ProTrainings’ requires Subscribers to confirm with the body that governs Subscribers’ particular industry prior to purchasing any Products or Services. ProTrainings will not provide refunds if Subscriber requires additional training or purchases Products or Services that do not meet Subscriber’s occupational requirements or training obligations. Subscriber agrees to first secure instruction with a qualified instructor if practical or in-person training(s) are required prior to purchasing any Services.
       
       
11. Indemnification
    
    
    1. Subscriber hereby agrees to indemnify and hold harmless ProTrainings from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees, which arise from or relate to the following:
       1. any inaccuracy in any representation or breach of any warranty of Subscriber in this Agreement; 
       2. any claim based on information uploaded by Subscriber or Authorized User or the use of the Services by the Authorized User in violation of these Terms; and
       3. any failure by Subscriber to perform or observe in full, or to have performed or observed in full, any covenant, agreement, or condition to be completed or followed by the Subscriber under this Agreement.
    2. ProTrainings will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber will undertake, at Subscriber’s own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to ProTrainings. ProTrainings reserves the right to participate in the defense of the claim, suit, or proceeding, at ProTrainings’ expense, with counsel of ProTrainings’ choosing.
       
       
12. Miscellaneous
    
    
    1. Technical support and training are available to Authorized Users with active subscriptions.
    2. Subscriber acknowledges and agrees that ProTrainings may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
    3. ProTrainings may provide the ability to integrate the Service with third party products and services that Subscriber may use at Subscriber’s option and risk. Access to and use of any third-party products and services are subject to the separate terms and conditions required by the providers of the third-party products and services, such as YouTube, among others. Subscriber agrees that ProTrainings has no liability arising from Subscriber’s use of any integrations or arising from the third-party products and services. ProTrainings can modify or cancel the integrations at any time without notice.
    4. Neither party will have any liability for failures or delays resulting from that party experiencing a Force Majeure Event. If a party experiences a Force Majeure Event, such party will: (a) promptly notify the other party of occurrence of the Force Majeure Event; and (b) use reasonable efforts to limit damages to the other party and to resume its performance under this Agreement. If a Force Majeure Event causes a party to fail to comply with its obligations under this Agreement for 30 or more consecutive days, either party may terminate this Agreement upon written notice, without liability. “Force Majeure Event” means any event or circumstance (other than a party’s inability to satisfy payment obligations) that is outside a party’s reasonable control, whether or not foreseeable.
    5. The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
    6. This Agreement constitutes the entire agreement between Authorized Users and ProTrainings and governs Authorized Users use of the Service, superseding any prior agreements between Authorized Users and ProTrainings (including, but not limited to, any prior versions of this agreement).
    7. ProTrainings reserves the right to amend this Agreement. In the event of material changes to the Agreement, ProTrainings will notify Subscribers, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by the Subscriber after reasonable notice will be considered acceptance of any new terms.
    8. Subscriber may not assign any rights or delegate any duties under the Agreement without the prior written consent of ProTrainings.
    9. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the Agreement will remain in full force and effect.
    10. This Agreement shall be governed by the laws of the state of Michigan, and all claims, disputes, and other matters between the parties of this Agreement shall be brought in Kent County Court, in Grand Rapids, Michigan, or in the U.S. District Court, in Grand Rapids, Michigan. Parties waive any objection to personal jurisdiction or venue in any forum located in those jurisdictions. In the case that ProTrainings is forced to take steps to enforce this agreement, Subscriber agrees to pay all costs and fees incurred by ProTrainings in the process of enforcing this agreement, including attorneys’ fees and costs. EACH PARTY WAIVES THEIR RESPECTIVE RIGHTS TO DEMAND A TRIAL BY JURY IN ANY LITIGATION OR OTHER LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT.
    11. Subscriber acknowledges that Subscriber has read and understands and agrees to the terms set forth in this Agreement. Subscriber also acknowledges that the terms of this Agreement are reasonable in nature.