Online Academy & E-learning Platform Agreement
This Online Academy & E-learning Platform Agreement ( Agreement ) governs Subscriber s purchase and use of Learning Services from inriver AB ( Inriver ), as defined below. Capitalized terms have the definitions set forth herein. The Learning Services are provided by Inriver through its designated website. By creating an account Subscriber is accepting and agreeing to the terms of this Agreement. Subscriber and Inriver may be referred to individually as Party and collectively as Parties . The individual accepting the Agreement ( Participant ) is accepting on behalf of the Subscriber legal entity and represents that it has the authority to bind such entity to these terms and conditions. The Agreement is effective as of the date the Participant creates the account and will remain in effect until terminated as provided in this Agreement.
1 Definitions
1.1 Account means the user account created by the Participant on the Website.
1.2 Confidential Information means any non-public information whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, disclosed by a Party ( Discloser ) to the other Party ( Recipient ). Confidential Information includes but is not limited to the terms of this Agreement (including all Materials), roadmaps, product plans, product designs, architecture, technology and technical information, source codes, security audit reviews, business and marketing plans and business processes, however disclosed. Confidential Information shall not include information that was (i) at the time of disclosure, through no fault of the Recipient, already known and generally available to the public; (ii) at the time of disclosure, already rightfully known to the Recipient without any obligation of confidentiality; (iii) disclosed to the Recipient by a third party who had the right to make the disclosure without any confidentiality restrictions; or (iv) independently developed by the Recipient without access to or use of the Discloser s Confidential Information.
1.3 inriver Personnel means all employees and subcontractors, if any, engaged by Inriver to perform the Learning Services.
1.4 Intellectual Property means all intellectual property rights worldwide whether registered or unregistered, including copyrights, patents, patent applications, trademarks, service marks, trade secrets and other proprietary rights.
1.5 Learning Services means the services available at any given time at the Website by Inriver for Inriver s customers, partners and stakeholders regarding function, setup and implementation of the iPMC inriver Product Marketing Cloud. The Learning Services are provided through courses, group classes and individual coaching sessions, both physical and online, as well as through the Website.
1.6 Materials means any documents, data, know-how, methodologies, policies, procedures, protocols, templates, forms, workflows, software, and other materials provided to Subscriber by Inriver hereunder in the performance of the Training Services, including reports and specifications.
1.7 Participant means the individual representative of Subscriber who creates the Account.
1.8 Subscriber means the legal entity that is the contracting Party to this Agreement on which behalf the Participant is acting.
1.9 Website means the URL where the Participant registered the Account and from where the Learning Services may be accessed, currently:
learning.inriver.academy
partner.inriver.academy
staff.inriver.academy
2 LEARNING Services
Inriver shall provide Learning Services to Subscriber as specified in the Account in accordance with the terms and conditions of this Agreement. The Parties agree that Inriver shall be allowed to engage representatives, subagents or independent contractors to provide the Learning Services in addition to inriver Personnel. By creating an Account on the Website, Inriver offers the Participant access to Inriver s Materials, courses, and community. The Participant will receive a username and a password to its individual user account. The Participant is responsible for the use of the Website in accordance with these terms and conditions.
3 Obligations
3.1 inriver's Obligations. Inriver is responsible for all inriver Personnel. As such, Inriver will comply with all applicable laws and regulations. Subscriber will have no power or authority to directly supervise or control inriver Personnel with respect to the means, manner, or method of performance of the Learning Services. Inriver shall ensure that inriver Personnel are suitably qualified and that Inriver provides reasonably sufficient staff to perform the Learning Services.
3.2 Subscriber s Obligations. Subscriber shall respond promptly to any Inriver request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Inriver to perform Professional Services in accordance with the requirements herein. Subscriber shall provide such materials as Inriver may reasonably request in order to carry out the Learning Services, in a timely manner, and shall ensure that all such materials and other information are complete and accurate in all material respects.
4 Website
4.2 The Participant shall maintain the confidentiality and security of the Account, including username and password. The Participant shall notify Inriver immediately of any unauthorized use or breach of security of the Website and assist Inriver, if so requested, to stop or remedy any such breach of security.
4.3 The Website shall be used for lawful purposes only and in accordance with these terms and conditions. In using the Website, the Participant must not do any of the following: post, transmit or otherwise make available any materials that are or may be: (i) threatening, harassing, degrading, or otherwise fail to respect the rights and dignity of others; (ii) defamatory, fraudulent or otherwise tortious; or (iii) potentially harmful or intended to damage the operation of, or to monitor the use of, any hardware, software, or equipment, such as a virus, Trojan horse, Easter Egg, or other computer code, file, or program; or (iv) post, transmit or otherwise make available through the Website Confidential Information or any material protected by Intellectual Property Rights, without the express prior written consent of the owner; or (v) use the Website or the Accountfor any commercial purpose or otherwise for processing data or other information on behalf of a third party; or (vi) reverse engineer, decompile of disassemble any portion of the Website or reproduce, modify or create derivative works of the Website or the Materials, without Inriver s prior written consent.
4.4 Inriver may at any time and without notice terminate the use of the Website if the Participant is in breach of these terms and conditions. Inriver has the right to alter or delete Materials from the Website at any time and at its discretion and may suspend the operation of the Website for repair or maintenance work or in order to update or upgrade the contents or functionality of the Website. Access to or use of the Website or any sites or pages linked to by the Website will not be necessarily uninterrupted or error-free.
5 Fees and Expenses; Payment Terms
5.1 Invoicing and Payment. In consideration of the provision of the Learning Services by Inriver and the rights granted to Subscriber and Participant under this Agreement, Subscriber shall pay the fees within time set forth in the Website or as specified in an order form, within thirty (30) days after Subscriber s receipt of such invoice. In the event of a payment dispute, Subscriber shall, within ten (10) business days following receipt of the relevant invoice, deliver a written statement to Inriver on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. The Parties shall seek to resolve all such disputes expeditiously and in good faith.
5.2 Travel and Out-of-Pocket Expenses. Subscriber agrees to reimburse Inriver for all actual, documented, and reasonable travel and out-of-pocket expenses incurred by Inriver in connection with the performance of the Learning Services that have been approved in advance in writing by Subscriber.
5.3 Overdue Charges. If any invoiced undisputed amount is not received by Inriver by the due date, then without limiting Inriver s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
5.4 Suspension of Learning Services. If any amount owed by Subscriber under this Agreement is thirty (30) days or more overdue and at least one reminder has been issued, Inriver may, without limiting its other rights and remedies, suspend its performance of Learning Services and the availability of the Account until such amounts are paid in full. Inriver shall not be held liable for any loss and/or damage suffered by Subscriber or anyone else as a result of such suspension.
5.5 Taxes. The fees do not include any levies, duties excise, sales, use, value added or other taxes, tariffs or duties that may apply to the Learning Service ( Taxes ). Subscriber is responsible for paying all Taxes associated with its purchases hereunder. If Inriver has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this section, Inriver will invoice Subscriber and Subscriber will pay that amount unless Subscriber provides Inriver with a valid tax exemption certificate authorized by the applicable taxing authority. For clarity, Inriver is solely responsible for taxes assessable against it based on its income, property and employees.
6 data-protection
6.1 In order to provide the Learning Service, Inriver collects personal data of its Participants. Inriver also collects personal data provided by the Participants on the Website. When performing the Learning Services, Inriver processes the collected personal data as a controller only and does not process personal data as a processor on behalf of its Participants. Inriver s Privacy Policy explains how Inriver processes personal data submitted to Inriver by the Participant and specifies the rights the data subjects have and how to exercise these rights.
6.2 Participant undertakes not to make any Sensitive Personal Data (as defined in Regulation (EU) 2016/679 ( GDPR )) and permits Inriver to process his/her Personal Data including course progress and results as necessary to perform the Learning Services or otherwise to meet its obligations with the Subscriber hereunder or under a parallel applicable framework or law. Participants also permit Inriver to share his/her results of the Training Services including any certifications and test results with designated representatives of the Subscriber and Inriver as well as success managers and partners.
7 Representations, WARRANTIES AND DISCLAIMERS
7.1 Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
7.2 Inriver aims to deliver the highest quality and most professional level of service possible and therefore warrants that the Learning Services will be supplied with the skill and care that may be reasonably required. The Website is, however, made available on an as is basis. Inriver makes no representation or warranty with respect to its functionality or availability and gives no guarantee that it is complete or accurate, nor regarding any results the Participant may obtain from the information on and/or use of the Website, the Materials or the Learning Services. The Website may include links to external sites and co-branded pages. Inriver has included links to these sites and co-branded pages to provide the Participant with access to information and services that the Participant may find useful or interesting. However, Inriver is not responsible for the content of these sites or pages or for anything provided by them. To the maximum extent permitted by law, Inriver excludes all liability for any loss or damage arising in connection with the Participant s and Subscriber s use of the Website, Materials and Training Services. Inriver shall in no event be liable for any special, indirect, incidental, or consequential damages, including without limitation damages for loss of profits, revenues, opportunities, or loss of data.
7.3 DISCLAIMER. THE EXPRESS WARRANTY SET FORTH ABOVE IS IN LIEU OF ALL OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INRIVER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE REGARDING OR RELATING TO THE LEARNING SERVICES OR MATERIALS, OR ANY OTHER MATERIALS FURNISHED OR PROVIDED TO SUBSCRIBER OR PARTICIPANT PURSUANT HERETO. NO EMPLOYEE, AGENT, REPRESENTATIVE OR AFFILIATE OF INRIVER HAS THE AUTHORITY TO BIND INRIVER TO ANY REPRESENTATIONS OR WARRANTIES NOT CONTAINED IN THE AGREEMENT.
8 Intellectual Property Rights; Ownership
8.1 Subscriber recognizes and agrees that Inriver s Learning Services are typically provided to assist and support Subscriber and any third-party service providers in the implementation of Inriver s product information management software-as-a-service platform (the Inriver PIM Service ) and that the Learning Services provided under this Agreement are for use within, or in connection with, the Inriver PIM Service. Therefore, all right, title and interest in and to the Materials, including all Intellectual Property Rights as well as derivative works thereof and other deliverables, shall remain with or be transferred to Inriver, or its subcontractors or licensors. Inriver hereby grants to Subscriber a non-exclusive, non-transferable, limited right to use the Material solely within, or in connection with, the Inriver PIM Service.
8.2 Inriver and its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to any and all materials, documentation, software and other technology created or developed by Inriver and Subscriber and Participant may use such Materials during the term of this Agreement solely to the extent necessary to enable use of the Learning Services for Subscriber s internal business purposes. All other rights in and to Materials are expressly reserved by Inriver.
8.3 As between Inriver and the Participant, Inriver owns all Intellectual Property Rights associated with the Learning Services, including all such rights in any software and documentation provided as part of or in connection with the Learning Service. The domains of the Website are registered domains owned by Inriver. Except where expressly stated otherwise, the Intellectual Property Rights in all Materials and all other content of the Website and their structure, such as source code, designs, text, graphics, and logos belong to or are licensed to Inriver.
8.4 The Participant shall preserve intact all applicable Inriver copyright, patent, and/or trademark notices presented in connection with the Learning Service. Inriver reserves all Intellectual Property Rights and the Participant will not assert any implied rights in or to any of Inriver s Intellectual Property Rights. The Participant acknowledges that any rights to uploaded material to the Website as well as input, ideas, or feedback on improvement and enhancement of the Website and Learning Service made by the Participant or Subscriber will be transferred and belong to Inriver. Except to the extent expressly set out on the Website, the Participant is not allowed to download and/or re-use parts of the Website, make copies of any part of the Website, remove or change anything on the Website, include to create links to or from the Website without Inriver s prior written consent, or remove or change any copyright, trademark, or other intellectual property right notices contained in any materials or copies thereof.
9.1 Term. This Agreement will become effective as of the date an Account is registered, and unless terminated earlier as provided in this Agreement, will continue in effect for so long as the Learning Services are performed.
9.2 Termination for Convenience. Either Party may terminate this Agreement at any time for convenience upon thirty (30) days written notice to the other. To the extent there are Learning Services in progress when a Party terminates this Agreement, such services shall continue to be governed by this Agreement as if it had not been terminated.
9.3 Termination for Cause. Either Party may terminate this Agreement if the other Party is in material breach of its undertakings under this Agreement and the other Party fails to remedy such breach within a period of thirty (30) days from receipt of written notice requiring such remedy, except that in the event of unlawful conduct, fraud, or material misrepresentation by either Party, the other Party will be entitled to terminate this Agreement immediately. Either Party may terminate this Agreement immediately by providing written notice to the other Party if the other Party becomes insolvent.
9.4 Effect of Termination. Upon termination, Subscriber will pay any unpaid fees and expenses incurred on or before the termination date. In the event that Subscriber terminates for cause and Subscriber has pre-paid any fees for Learning Services not yet received, Inriver will refund such pre-paid fees. In the event that Inriver terminates, any pre-paid fees for Learning Services charged on a fixed-fee basis are non-refundable. Each Party shall also promptly return to the other Party any Materials, Confidential Information, Intellectual Property Rights, data, programs, and materials delivered by a Party for purposes of performing this Agreement.
9.5 Survival. Upon any expiration or termination of this Agreement, any provision of this Agreement which, by its nature, would survive termination of this Agreement will survive.
10.1 Obligations. Each Party will hold the other Party s Confidential Information in confidence with at least as much care as it holds its own Confidential Information, and neither Party will disclose any of the other Party s Confidential Information to any third party. Each Party may use the Confidential Information solely for purposes of its performance under this Agreement, and may disclose such information to its employees, subcontractors, and professional advisors only on a need-to-know basis, provided that such employees, subcontractors, and professional advisors are bound by obligations of confidentiality at least as restrictive as those set forth in this Agreement.
10.2 Required Disclosure. If the Recipient is requested or required to disclose any of the Discloser s Confidential Information under a subpoena, court order, statute, law, rule, regulation or other similar requirement (a "Legal Requirement"), the Recipient will, if lawfully permitted to do so, provide prompt notice of such Legal Requirement to the Discloser so that the Discloser may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If the Discloser is not successful in obtaining a protective order or other appropriate remedy and the Recipient is legally compelled to disclose such Confidential Information, or if the Discloser waives compliance with the provisions of this Agreement in writing, the Recipient may disclose, without liability hereunder, such Confidential Information solely to the extent necessary to comply with the Legal Requirement.
10.3 Disposition of Confidential Information on Termination. Upon termination or expiration of this Agreement or upon the Discloser s written request, the Recipient will return to the Discloser all copies of Confidential Information in the Recipient s possession or within its control. Alternatively, upon prior written notice, the Recipient may destroy such Confidential Information; provided that the Confidential Information is (i) destroyed in accordance with applicable law, rule, or regulation and (ii) is rendered unreadable, undecipherable, and otherwise incapable of reconstruction, in which case a representative of the Recipient will certify in writing to the Discloser that all such Confidential Information has been so destroyed. The obligations with respect to Confidential Information, as set forth in this section, shall continue in force and effect for a period of five (5) years after termination or expiration of this Agreement or, with respect to such portions of such Confidential Information that constitute trade secrets under applicable law, for so long as such trade secret status is maintained.
10.4 Remedy. Each Party acknowledges that a breach of this Section 10 may result in irreparable and continuing damage to the Discloser for which monetary damages may not be sufficient and agrees that the Discloser will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or all other equitable relief, and such further relief as may be proper from a court of competent jurisdiction.
INRIVER (DEFINED FOR PURPOSES OF THIS SECTION AS INRIVER S PARENT, AFFILIATES, SUBSIDIARIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES) SHALL NOT BE LIABLE TO SUBSCRIBER, PARTICIPANT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION OR INFRINGEMENT, OR COST OF SUBSTITUTE SOFTWARE, WHETHER INCURRED BY SUBSCRIBER INTERNALLY OR IN CONNECTION WITH ANY THIRD PARTY. INRIVER S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE FEE PAID BY SUBSCRIBER FOR THE LEARNING SERVICES GIVING RISE TO THE CLAIM FOR LIABILITY. THE LIMITATIONS PROVISIONS OF THIS SECTION SHALL BE APPLICABLE TO ANY CLAIM FILED BY SUBSCRIBER AND PARTICIPANT ARISING OUT OF OR RELATING TO ANY LEARNING SERVICES PROVIDED UNDER THIS AGREEMENT. SUBSCRIBER MUST, IN ORDER TO PRESERVE ITS RIGHT TO COMPENSATION, GIVE NOTICE OF ANY CLAIM WITHIN THREE (3) MONTHS FROM WHEN SUBSCRIBER BECAME AWARE OF THE BASIS FOR THE CLAIM.
12.1 Export Laws. The Learning Services, including Materials Inriver makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. Neither Party will access or use any Materials or Confidential Information provided to it hereunder in a U.S.-embargoed country or region or in violation of any applicable export law or governmental regulation.
12.2 No Third-Party Beneficiaries. Except as specifically identified in this Agreement, nothing in this Agreement is intended to confer upon any person other than the Parties and their respective successors or permitted assigns, any rights, remedies, obligations, or liabilities whatsoever.
12.3 Independent Contractors. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between any of the Parties hereto. Neither Party shall have the power nor authority to control the activities or operations of the other. At all times, the status of the Parties shall be that of independent contractors.
12.4 Force Majeure. Neither Party will be responsible for delays or failures in performance resulting from acts of government, acts of terror acts of civil or military authority, or other acts or causes reasonably beyond the control of that Party, including but not limited to fire, flood, earthquake, labor dispute, epidemics, pandemics, telecommunications, or internet service interruptions, or similar. The Party experiencing the force majeure event agrees to give the other Party notice promptly following the force majeure event, and to use commercially reasonable efforts to re-commence performance as promptly as practicable. Except for obligations of payment of any fees owed, in the event any failure to perform because of a force majeure event remains uncured for a period of thirty (30) days, the other Party may terminate this Agreement and applicable Order Form, without liability, by providing written notice.
12.5 Amendment. Inriver reserves the right to, at any time, amend or modify the content of the Website, the Learning Services, the Materials, the Privacy Policy, and these terms and conditions, without prior notice to the Participant. Submitted orders on Inriver services and use of the Website are subject to the terms and conditions applicable at the time of purchase of the Learning Service or the use of the Website.
12.6 Governing Law. This Agreement will be governed by the applicable law depending on where Subscriber is domiciled, without regard to conflict of law principles, and any dispute, controversy or claim arising out of or in connection with the Agreement shall be finally settled, in English language, as follows:
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Domicile |
Governing Law |
Dispute Resolution |
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North America, Central America, and South America |
State of Illinois |
The state or federal courts located in Cook County, Illinois. |
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Germany |
Germany |
The Arbitration Rules of the Arbitration Institute of the German Arbitration Institute. The arbitral tribunal shall be composed of one arbitrator. The seat of arbitration shall be Berlin, Germany.
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Europe (excluding Germany), Middle East, Africa, Asia, Pacific Region
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Sweden |
The Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of one arbitrator. The seat of arbitration shall be Malm , Sweden.
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In addition to above, the Parties agree that: i) any claims or counterclaims based on this Agreement shall only be raised by Subscriber against Inriver and not a company to which Inriver may have assigned the right to collect and receive payment; ii) any action for collection of payment obligations may be brought in any court with competent jurisdiction (notwithstanding the contrary above); iii) any claim under this Agreement must be filed within twelve (12) months from when a Party became aware of the basis for the claim; and iv) the Parties unconditionally waive any right to have a jury trial.
12.7 Severability & Waiver. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right.
12.8 Notices. Except for termination, all notices related to this Agreement (including notices for material breach or violation hereof) shall be in writing to address identified in the Account, and will be considered delivered upon (i) personal delivery, (ii) the fifth business day after mailing, or (iii) the day of sending by email to legal@inriver.com. The same delivery periods shall apply for notices of termination, but such shall be addressed to finance@inriver.com. Billing-related notices to Subscriber will be addressed to the relevant billing contact designated by Subscriber. All other notices to Subscriber will be addressed to the relevant administrator designated by Subscriber.
12.9 Entire Agreement and Order of Precedence. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, and all other communications between the Parties relating to such subject matter.
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