Performance Pro Learning LLC (PPL-LLC)
Service Participation Agreement
1.1 You agree to abide by all of the provisions in this Agreement in order to remain an authorized user of the Service, and your use of the Service constitutes your agreement to abide by these provisions. You are solely responsible for your use of the Service, for all use of the Service made by others using your user name and password, and for ensuring that such use complies fully with the provisions of this Agreement.
1.3 PPL-LLC reserves the right, in its sole discretion, to change any or all of the provisions of this Agreement at any time. PPL-LLC will notify users of any changes by posting them on the Service or through other reasonable means of providing notice. Any changes to this Agreement will be effective immediately upon notice to you. Your use of the Service after notice of changes to this Agreement have been made will be deemed your acceptance of the changes.
1.4 PPL-LLC reserves the right, in its sole discretion, to change, limit, or discontinue any aspect, content, or feature of the Service, as well as any aspect pertaining to the use of the Service. PPL-LLC further reserves the right, in its sole discretion, to restrict the use of the Service as well as suspend or revoke your rights to use the Service based on PPL-LLC's belief that your use of the Service violates that permitted by this Agreement or applicable law.
2. Rights in PPL-LLC Service
2.1 The Service is protected by copyright, patent, trademark, and other applicable intellectual property and proprietary rights laws and is owned, controlled, and/or licensed by PPL-LLC. The PPL-LLC logo is a trademark of PPL-LLC Inc. and its parent or subsidiaries. All other trademarks appearing on the Service are the property of their respective owners.
2.2 PPL-LLC hereby grants to you for the term of this Agreement a worldwide, revocable, nonexclusive license to use the Service solely for your service-related needs and benefits.ou will make no other use of the content without the express written permission of PPL-LLC, the copyright owner or its authorized agent. You will not modify, publish, distribute, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part, found on the Service that was not expressly created by yourself or someone in your organization with your permission. You also will not "frame" any of the content on the Service or the Service itself without the express written permission of PPL-LLC and the copyright owner or its authorized agent. You agree that you do not acquire any ownership rights in the Service or in any downloaded content. Your further agree that all rights in the Service and any of the content found on the Service not granted to you under this Agreement are expressly reserved to PPL-LLC and/or its licensors.
3. User Activities and User Content on the Service
3.1 You will use the Service and any content, material, or information found on the Service solely for lawful purposes. You shall not upload to, distribute to, or otherwise disseminate through the Service any material or information of any kind that is libelous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any rights of any other person or entity, or contains a solicitation of funds, advertising, or a solicitation for goods or services.
3.2 PPL-LLC reserves the right to claim ownership of the content you publish on the Site.
3.3 You grant PPL-LLC a license to use the materials you post to the Service. By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content (User Content) to the Service, you are granting PPL-LLC, its affiliates, officers, directors, members, employees, consultants, agents, and representatives a license to use User Content in connection with the operation of the Internet business of PPL-LLC,ncluding without limitation, a right to copy, distribute, license, transmit, reproduce, and reformat User Content.
3.4 You warrant that any material or information that you make available through the Service, including, for example, any exam or assessment questions, documents, remediation or related content, is solely your original work, or that you have all necessary rights to make the material or information of any other person or entity available on the Service. You will be solely responsible for the content of any material or information that you make available through the Service. You will also be liable for any damage resulting from your making any material or information available through the Service.
3.5 PPL-LLC has no obligation to, and does not and cannot, review every item of material or information that you and users other than yourself make available through the Service, and PPL-LLC is not responsible for any content of this material or information. However, PPL-LLC reserves the right to delete, move, or edit any material or information that it deems, in its sole discretion, unacceptable, libelous, defamatory, obscene, pornographic, abusive, or otherwise in violation of any law or that infringes or violates any rights of any other person or entity. Further, PPL-LLC reserves the right at all times to disclose any material or information as necessary to satisfy any law, regulation, or governmental request.
4. Disclaimer of Warranties & Limitation of Liability
4.1 You expressly agree that use of the Service and the PPL-LLC Software (as defined below) is at your sole risk. Neither PPL-LLC nor any of its parents, subsidiaries, affiliates, members, employees, agents, distributors, third party content providers, or licensors (and their respective directors, officers, members, employees, and agents) warrant that the Service or the PPL-LLC Software will be uninterrupted or error free or that they will be free of viruses or other harmful components nor do they make any warranty as to the results that may be obtained from the use of the Service or the PPL-LLC Software, or as to the accuracy, reliability, completeness, or contents of any content, information, material, postings, or posting responses found on the Service or the PPL-LLC Software, any merchandise or services provided through the Service or the PPL-LLC Software, or any links to other sites or services made available on the Service or the PPL-LLC Software.
4.2 THE SERVICE, ALL CONTENT, MATERIAL, INFORMATION, POSTINGS, OR POSTING RESPONSES FOUND ON THE SERVICE, AND THE PPL-LLC SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
4.3 Notwithstanding anything in this Agreement to the contrary, under no circumstances, including, but not limited to, negligence, shall PPL-LLC or any of its parents, subsidiaries, related companies, affiliates, assignees, successors-in-interest, members, employees, agents, distributors, third party content providers, partners, licensees, licensors, or sponsors or any of their respective directors, officers, members, employees, agents and independent contractors (individually and collectively, the "PPL-LLC entities") be liable for any direct, indirect, incidental, special or consequential damages, losses or expenses arising out of or relating to the use of, the misuse of, or the inability to use, any content, information, material, postings, posting responses, modules, features, links or other elements on or of the System or the PPL-LLC Software or any failure of performance, error, omission, interruption, inconvenience, unauthorized access, defect, incorrect sequencing, delay in operation or transmission, virus, configuration or compatibility problem, or line or system failure. These limitations apply regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility of such damages, losses or expenses. You specifically acknowledge and agree that none of the PPL-LLC Entities is or will be liable for any defamatory, offensive or illegal conduct of any user. In no event shall the aggregate, total liability of the PPL-LLC Entities exceed the amount of the Service Fees paid by you to PPL-LLC under your current service agreement.
5. Non- Circumvention
User agrees to be legally bound, and irrevocably agrees not to circumvent, avoid, bypass or obviate PPL-LLC, directly or indirectly, to secure business from clients first introduced to the User by PPL-LLC, unless first consented to by PPL-LLC in a writing signed by PPL-LLC management.
This agreement shall be binding on the User, its successors and assigns, agents, members, employees and representatives. User agrees to notify PPL-LLC by express mail prior to any request to deal directly and before reaching any agreement and or contract or terms of any kind in connection with securing business from clients first introduced to User by PPL-LLC.
The non-circumvention rules and provisions in effect for this transaction are binding for all parties, including members, employees, representatives, associates, assignees, relatives, designees and third parties for the three year duration of this agreement or for the life of the User, whichever is greater.
To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless PPL-LLC (and any of its parts, subsidiaries, affiliates, members, employees, agents, distributors, third party content providers, or licensors (and their respective directors, officers, employees, and agents)) from and against all claims, liability, and expenses, including attorneys' fees and legal fees and costs, arising out of your use of the Service or your breach of any provision of this Agreement. PPL-LLC reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will cooperate as fully as reasonably required in the defense of any claim.
PPL-LLC may terminate this Agreement and your use of the Service, or discontinue the Service, at any time for breach of this agreement and/or failure to pay for or renew services as per the licensing agreement. PPL-LLC shall have the right immediately upon notice to you to terminate your use of the Service in the event of any conduct by you which PPL-LLC, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of this Agreement or violation of applicable law.
8. Law Governing Performance and Disputes
This Agreement, your performance under it, and any disputes arising under it shall be governed exclusively by the laws of the United States of America and the State of Wisconsin, without giving effect to their conflict of laws principles. You expressly consent to the exclusive forum, jurisdiction, and venue of the Courts of the State of Wisconsin and the United States District Court for the State of Wisconsin in any and all actions, disputes, or controversies relating to this Agreement
9. Software License
If you download any software provided by PPL-LLC from the Service (the "PPL-LLC Software"), PPL-LLC grants you a non-exclusive, non-transferable, revocable, license to use the Software solely to establish a connection and access the Service in accordance with the provisions of this Agreement. The PPL-LLC Software and all proprietary rights within the software are the sole and exclusive property of PPL-LLC and/or licensors. This license to use the PPL-LLC Software terminates automatically upon the termination of this Agreement. You may not modify the PPL-LLC Software code, interface, logos or any other properties belonging to PPL-LLC in any manner, nor may you reverse engineer, decompile, translate, disassemble or make any derivative works from the Software
10. General Terms
This Agreement and any rules posted on the Service by PPL-LLC constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by either PPL-LLC or you of any breach or default under this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement shall be binding upon and inure to the benefit of PPL-LLC and its successors, trustees, and permitted assigns. PPL-LLC may assign this Agreement, or any of its rights or obligations under this Agreement, with or without notice to you. Any such assignment by PPL-LLC does not relieve you of your obligations under this Agreement