Convergence Training, LLC ("Convergence") offers training media (the "Products") including videos, computer-based training, documents, images and animations ("Digital Works") located on the internet at ConvergenceTraining.com as well as other Convergence owned internet sites and delivered in various media formats, including DVD and USB. By registering as a subscription member or by purchasing or using the Products in any way, you accept these Terms of Sale ("Agreement"), which forms a binding agreement between you and Convergence.
License to Use of the Convergence Platform
Convergence hereby grants to you a limited, non-exclusive, non-transferable license to use the Products on a per-user basis, subject to the proper activation and the terms and conditions hereinafter set forth. This license is personal to you and may not be assigned or sublicensed to anyone else.
To fully use the Products, you must register as a member by providing a name, password, and valid email address where required. You must provide complete and accurate registration information to Convergence. If you are a business, government, or non-profit entity, the person whose email address is associated with the account must have the authority to bind the entity to this Agreement.
You are responsible for all activity that occurs under your account, including any activity by authorized or unauthorized users. You must not allow others to use your account credentials and you must safeguard the confidentiality of those credentials. If you become aware of an unauthorized access to your account, notify us immediately and change your password.
You agree you will not reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Products or any product component including any of the Digital Works delivered through your use of or access to the Products. Nor will you attempt to circumvent any of Convergence's technical measures or make attempts to interfere with or damage the Products. All rights not expressly granted by Convergence are reserved.
Users can purchase annual access to selected libraries of Convergence Digital Works. Access to Digital Works included in the subscription library is provided on a per-user basis. All fees may be subject to taxes.
RESTRICTION ON COMMERCIAL USE
You may not use the Products for commercial resale purposes including but not limited to reselling your subscription to a third party.
CANCELATION AND REFUNDS
Users who purchase annual subscriptions have five (5) days after their purchase to cancel and receive a full refund. After the cancellation period ends, all purchases are final and all fees paid are non-refundable. If your account is terminated due to your breach of this Agreement during the relevant cancellation period, you will not be refunded.
By default, all subscriptions are set to automatically renew for the same period of time as the original subscription. You may decline to renew at any time prior to the commencement of a renewal subscription. Convergence reserves the right to deny subscriptions, renewals, and other purchases for any reason.
END OF SUBSCRIPTION
When a subscription ends, Convergence may disable access to or delete the associated account.
AGREEMENT TO PAY
You agree to pay all fees specified in any order forms or similar documentation under which you acquired your license rights in the Products (an "Order Form"), in each case, pursuant to the terms thereof. Except as otherwise specified herein or in an Order Form: (i) fees are based on the license rights purchased and not actual usage; and (ii) payment obligations are subject to the Subscription Cancellation and Refund specified herein.
Term and Termination
This Agreement begins on the date you first purchase the Products, including subscriptions to a library of Digital Works and continues as long as you have the Products or an active subscription.
TERMINATION FOR BREACH
Convergence may suspend, disable, or delete your account if Convergence determines that you have violated any provision of this Agreement or that your conduct is detrimental to Convergence's system, intellectual property or reputation.
EFFECT OF TERMINATION
Upon termination, all licenses granted by Convergence will terminate and your account may be disabled or deleted.
CONVERGENCE REPRESENTS AND WARRANTS TO YOU THAT FOR A PERIOD OF NINETY (90) DAYS FROM THE EFFECTIVE DATE, THE PRODUCTS WILL SUBSTANTIALLY CONFORM TO THE DESCRIPTIONS THEREOF IN THE USER DOCUMENTATION. Notwithstanding the preceding sentence, this limited warranty is void if the failure of the Products has resulted from accident, misuse, unauthorized use, abuse or misapplication of the Products, including without limitation, any alteration or modification to the Products, from the operating environment in which the Products are being used, from any defect in or failure of any third party software or hardware, from failures of the Internet generally, or other causes outside of Convergence's reasonable control.
In the event of any breach of the foregoing representation and warranty, you acknowledge and agree that your sole and exclusive remedy, and Convergence's sole obligation and responsibility, shall be, at Convergence's option, to replace the Products if within fourteen (14) days of the effective date, repair the Products such that it substantially conforms to the description thereof provided in the User Documentation, or refund to you the pro rata amounts paid for access to and use of the Products based on the degree to which your use of and access to the Products has been materially affected by the alleged breach. CONVERGENCE SHALL HAVE NO OTHER RESPONSIBILITY, OBLIGATION OR LIABILITY WITH RESPECT TO ANY BREACH BY CONVERGENCE OF THE LIMITED WARRANTY SET FORTH IN THIS SECTION. CONVERGENCE MAKES NO WARRANTY THAT THE PRODUCT WILL BE ERROR FREE OR FREE FROM INTERRUPTION OR FAILURE.
EXCEPT AS OTHERWISE SET FORTH IN THE WARRANTY SECTION ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONVERGENCE HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH RESPECT TO THE CONVERGENCE PLATFORM, THE DIGITAL WORKS, AND/OR THE USER DOCUMENTATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE ARISING FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, VALIDITY AND/OR NONINFRINGEMENT.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE CONVERGENCE PLATFORM MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS, INCLUDING WITHOUT LIMITATION, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, TECHNICAL FAILURE OF SOFTWARE OR HARDWARE, TELECOMMUNICATIONS INFRASTRUCTURE OR THE INTERNET. CONVERGENCE EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING SYSTEM AND/OR SOFTWARE AVAILABILITY, ACCESSIBILITY OR PERFORMANCE.
THE CONVERGENCE PRODUCTS ARE INFORMATIONAL IN NATURE AND ARE FOR YOUR USE AS EXAMPLE MATERIALS ONLY. ACCORDINGLY, THE CONVERGENCE PRODUCTS ARE INTENDED FOR USE BASED ON YOUR OWN ORGANIZATIONAL AND OPERATIONAL HAZARD ASSESSMENTS, CONTRACTUAL AGREEMENTS, EXPOSURES, ETC. USE OF ANY CONTENT, PROGRAM OR APPLICATION CANNOT AND DOES NOT DIMINISH ANY OBLIGATIONS ESTABLISHED BY ANY FEDERAL, STATE, OR LOCAL STATUTE, CODE, REGULATION, RULE, OR STANDARD. RATHER, YOU ARE RESPONSIBLE FOR USING YOUR OWN PROFESSIONAL SKILL, JUDGMENT AND EXPERIENCE IN ACCESSING AND/OR USING THE PRODUCTS AND/OR THE DIGITAL WORKS.
YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE PRODUCTS AND/OR THE DIGITAL WORKS DOES NOT GUARANTEE THAT THE PRODUCTS AND/OR THE DIGITAL WORKS WILL PREVENT LOSSES, CLAIMS, LIABILITY, LAWSUITS, OR ACCIDENTS OR SATISFY APPLICABLE FEDERAL, STATE OR LOCAL STATUTES, CODES, REGULATIONS, RULES OR STANDARDS. CONVERGENCE ASSUMES NO RESPONSIBILITY FOR THE MANAGEMENT AND/OR CONTROL OF YOUR ACTIVITIES, OR FOR THE CORRECTION OF CONDITIONS OF YOUR OPERATIONS. ALL RISKS ASSOCIATED WITH THE ACCESS TO AND/OR USE OF THE PRODUCTS AND/OR THE DIGITAL WORKS IS SOLELY WITH YOU.
This Agreement is governed by the laws of the United States and the State of Washington, without reference to conflict of laws principles. Except where prohibited, you agree that all disputes, claims and legal proceedings in any way arising out of or relating to the Convergence Platform, the Digital Works, or this Agreement shall be resolved individually, without resort to any form of class action, and exclusively in the state or federal courts located in Clark County, Washington. You waive all defenses of lack of personal jurisdiction, improper venue, "forum non conveniens" and the like with respect to such courts. TO THE EXTENT ALLOWED UNDER APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.