This System University User Agreement (the "Agreement") is effective as of July 16, 2015.
System reserves the right to update and/or amend this Agreement from time to time, in whole or in part, without notice. Periodically when appropriate, you should revisit this page to familiarize yourself with the terms and conditions of this Agreement. When using the Services, you agree that you are subject to any additional terms and conditions posted by System elsewhere on its Sites, which are hereby incorporated by reference to this Agreement.
a. Subject to this Agreement, System grants You a limited, non-exclusive, non-transferable, and revocable license to use the Sites and Services.
b. You grant to System a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You relating to the Services.
c. The Services contain content owned or licensed by System ("System Content"). System Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and System, System owns and retains all rights in System Content and the Service. You will not (a) make any Services available to, or use any Services or System Content for the benefit of any third party other than You, (b) reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit System Content, (c) use a Service to store or transmit Malicious Code (e.g., any code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses), (d) use a Service to violate any law or government regulation, or use a Service for any other illegal purpose, (e) interfere with or disrupt the integrity or performance of any Service, (f) attempt to gain unauthorized access to any Service or its related systems or networks, (g) copy or distribute any Service or any part, feature, function or User interface thereof, (h) frame or mirror any part of any Service, (i) access any Service in order to build a competitive product or service, or (j) reverse engineer any Service (to the extent such restriction is permitted by law).
d. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the System Content. The System University name and logo are trademarks of System, and may not be copied, imitated or used, in whole or in part, without the prior written permission of System. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of System, and may not be copied, imitated or used, in whole or in part, without prior written permission from System.
e. You agree that any wrongful use or misappropriation of System Content in violation of this Agreement constitutes irreparable harm to System and that money damages are inadequate and insufficient to remedy such harm.
f. To the extent that You have purchased the Services on behalf of a User or a group of Users, You will (a) be responsible for those Users' compliance with this Agreement, (b) be responsible for the accuracy and legality of any data that You submit to the Sites, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify System promptly of any such unauthorized access or Use, (d) and use Services only in accordance with this Agreement and any applicable laws and government regulations.
g. Although it is System's intention for the Services to be available as much as possible, there will be occasions when the Services may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.
h. System attempts to ensure that information provided on or in connection with the Sites and any Services is complete, accurate and current. Despite our efforts, such information may occasionally be inaccurate, incomplete or out of date. Accordingly, System makes no representation as to the completeness, accuracy or currentness of such information. Such information is also subject to change at any time without notice.
a. You may purchase a Service or Services by payment of the fee specified on the Sites.
b. You may also become a member (a "Member") by purchasing a membership and paying the membership fee (the "Membership Fee") specified on the Sites. As a Member you are entitled to one Membership seat, which allows You to access all online video courses and associated quizzes System has available (which are subject to change at any time) located at courses.thesystemuniversity.com. You will be given access to the courses by being assigned a unique user name and password at enrollment, which is non-transferrable. As a Member, you are also granted access to either the online Counselor or Manager libraries and will be given a unique password which is non-transferrable to read all online material available (subject to change at any time). As a Member, you will be given the opportunity for discounts on System products and materials available in the Pre-Need Superstore located at thesystemuniversity.com.
c. The term of membership is one (1) year (a "Term"). Membership Fees may be paid on a monthly or annual basis, but may not be decreased or pro-rated for an amount less than a one-year Term. If a Member's membership is terminated by System or a Member for any reason during a Term, the Member shall be responsible for all Membership fees for the entire Term.
d. Membership is automatically renewed on an annual basis, unless the Member terminates membership through the Sites at least thirty (30) days prior to the expiration of a Term.
4. Intellectual Property Rights.
Subject to the limited rights expressly granted hereunder, System reserves all of its right, title and interest in and to the Services and System Content, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. System reserves the right, at any time from time to time, temporarily or permanently, in whole or in part, to: modify or discontinue the Sites and any Services, with or without notice; charge fees in connection with the use of the Sites and any Services, modify or waive any fees charged in connection with the Sites and any Services, or offer opportunities to some or all of the Users. You agree that System will not be liable to You or to any third party for any modification, suspension or discontinuance of the Sites and any Services, except as otherwise set forth in this Agreement.
5. Fees and Payment.
a. You will pay all fees specified on the Sites when You order any Services. Except as otherwise specified herein or elsewhere on the Sites, fees are based on Services purchased but not actual Usage.
b. Except as set forth herein, System does not accept any returns or provide any refunds of any Services of any kind for any reason.
c. Unless otherwise agreed by System, You will provide System with valid and updated credit card information through the Sites. You authorize System to charge your credit card for any Services you purchase. You are responsible for providing complete and accurate billing and contact information to System and notifying us of any changes to such information.
d. You are solely responsible for any overdraft, returned check, or other bank fees associated with non-payment or credit card rejection for any reason.
e. If any amount owing by You under this or any other agreement for our Services is fifteen (15) or more days overdue, System may, without limiting our other rights and remedies, suspend our services to You until such amounts are paid in full. If a User's suspension for non-payment of any amounts continues for a period of thirty (30) additional days, the User's access to the Sites and Service shall automatically be terminated.
f. Unless otherwise specified or agreed by System, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If System has the legal obligation to pay or collect Taxes for which You are responsible, we will invoice You and You will pay that amount unless You provide System with a valid tax exemption certificate authorized by the appropriate taxing authority.
g. You agree that Your purchases are not contingent on the delivery of any future functionality or content, or dependent on any oral or written public comments made by System regarding future functionality or content.
h. System may make available products and services for purchase through the Sites, and System may use third-party suppliers and service providers to enable e-commerce functionality on the Sites. If You wish to purchase any Services or System Content from System through the Sites, You will be responsible for providing a credit card number and other associated information to facilitate the processing of Your order. By submitting such information, You grant to System the right to provide such information to third parties for purposes of facilitating the completion of Your order and any related transactions initiated by You or on Your behalf. Verification of information may be required prior to the acknowledgement or completion of any orders or related transactions.
You agree to defend (at System's request), indemnify and hold System harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of Your direct activities in using Services or those conducted on Your behalf): (i) Your access to or use of the Services; (ii) Your breach or alleged breach of this Agreement; (iii) Your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property, or privacy right; (iv) Your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by You. You will cooperate as fully required by System in the defense of any claim. System reserves the right to assume the exclusive defense and control of any matter subject to indemnification by You, and You will not in any event settle any claim without the prior written consent of System.
7. Limitation Of Liability; Waiver.
UNDER NO CIRCUMSTANCES WILL SYSTEM BE LIABLE TO YOU FOR ANY LOSS, DAMAGE (WHETHER DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER THAT IS DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICES; (B) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICES; (C) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY SYSTEM OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICES; (D) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (E) ANY ERRORS OR OMISSIONS IN THE SERVICE'S OPERATION; OR (F) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF SYSTEM HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL SYSTEM BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL SYSTEM'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION, IF ANY, EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF SYSTEM'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY MOBILE APPLICATION, WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY SYSTEM, AND YOU WILL HAVE NO RIGHTS TO ENJOIN, RESTRAIN OR IN ANY OTHER WAY INHIBIT THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY SYSTEM.
BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
SYSTEM IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE SYSTEM, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
8. No Warranties.
THE SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SYSTEM DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO SYSTEM OR VIA THE SERVICE. IN ADDITION, SYSTEM HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
SYSTEM DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. SYSTEM DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. SYSTEM DOES NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND SYSTEM SPECIFICALLY DISCLAIMS SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THIS AGREEMENT.
BY ACCESSING OR USING THE SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICES.
SYSTEM DOES NOT ENDORSE THIRD PARTY OR USER-GENERATED CONTENT AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM THAT CONTENT.
9. Term and Termination.
a. This Agreement commences on the date You first register a User account on the Sites and continues for as long as You continue to use the Services or until all subscriptions hereunder have expired or have been terminated, whichever is longer.
b. System reserves the right to terminate this Agreement and/or your User account at any time for any reason without notice to You.
c. Upon termination of this Agreement, any rights of use or membership associated with Your account will be terminated and all of Your access to the Content will be revoked as of the date of such termination.
d. In no event will termination relieve You of Your obligation to pay any fees payable to System for the period prior to the effective date of termination.
10. General Provisions.
a. ARBITRATION NOTICE: EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND SYSTEM WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
i. Except for disputes relating to Your or System's intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents) ("Excluded Disputes"), You agree that all disputes between You and System (whether or not such dispute involves a third party) with regard to Your relationship with System, including without limitation disputes related to this Agreement, Your use of the Services, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and You and System hereby expressly waive trial by jury. Such arbitration shall take place in the State of Indiana unless the parties agree otherwise. Neither You nor System will participate in a class action or class-wide arbitration for any claims covered by this Agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if System is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement.
ii. You may opt out of this agreement to arbitrate. If You do so, neither You nor System can require the other to participate in an arbitration proceeding. To opt out, You must notify System in writing within 30 days of the date that You first became subject to this arbitration provision. You must use this address to opt out:
THE SYSTEM UNIVERSITY ATTN: Arbitration Opt-out
262 Upper Ferry Road
Ewing, NJ 08628
You must include Your name and residence address, the email address You use for Your System account, and a clear statement that You want to opt out of this arbitration agreement.
iii. This arbitration agreement will survive the termination of Your relationship with System.
b. Governing Law and Jurisdiction. This Agreement and every aspect of System's relationship with You shall be governed by the laws of the state of Indiana, without regard to choice or conflicts of law rules AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. For any action at law or in equity relating to the arbitration provision of this Agreement, the Excluded Disputes or if You opt out of the agreement to arbitrate, You agree to resolve any dispute You have with System exclusively in a state or federal court located in the State of Indiana, and to submit to the personal jurisdiction of the courts located in Indiana for the purpose of litigating all such disputes.
c. Notice for California Residents. Under California Civil Code Section 1789.3, California Users are entitled to the following consumer rights notice: If You have a question or complaint regarding the Sites or the Services, please contact System by writing to Shelly King, 262 Upper Ferry Road, Ewing, NJ 08628. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
d. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
e. Time Limitation. You agree that any claim that You may have arising out of or related to Your relationship with System must be filed within one year after such claim arose; otherwise, Your claim is permanently barred.
g. Territorial Restrictions.
i. The information provided within the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject System to any registration requirement within such jurisdiction or country. System reserves the right to limit the availability of the Services or any portion of the Services, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature System provides.
ii. Software related to or made available by the Services may be subject to United States export controls. Thus, no software from the Services may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software related to the Services, You represent and warrant that You are not located in, under the control of, or a national or resident of, any such country or on any such list.
iii. This Agreement was written in English (US). To the extent any translated version of this Agreement conflicts with the English version, the English version controls.
h. Entire Agreement and Order of Precedence. This Agreement, subject to all amendments, is the entire agreement between You and System regarding Your use of the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
i. Assignment. System may freely assign its rights or obligations hereunder at any time for any reason. You may not assign any of Your rights or obligations hereunder, whether voluntarily, by operation of law or otherwise, without the prior written consent of System. Any purported assignment or delegation by You without the appropriate prior written consent of System will be null and void.
j. Third-Party Beneficiaries. There are no intended third-party beneficiaries under this Agreement.
k. No Waiver. System's failure to insist upon or enforce strict performance of any provision of this Agreement will not be construed as a waiver of any provision or right. No waiver of any of this Agreement will be deemed a further or continuing waiver of such term or condition or any other term or condition.
l. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, the parties nevertheless agree that such portion will be deemed severable from this Agreement and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of this Agreement remain in full force and effect.