Terms & Conditions on PACE Learn

1. INTRODUCTION

Please read these Terms and Conditions (“Agreement”) before using PaceLearn, LLC (“Pace”) products or services. This Agreement is between Pace and the individual who is viewing this online agreement ("End User", "you" or "your").

Before accessing the Pace products and services, which contain Pace content and content supplied to Pace by third parties, along with associated documentation, media, and "online" or electronic documentation, and other content and updates (collectively, the "Pace Products"), you must agree to the terms and conditions contained herein. Upon your acceptance of the terms and conditions, which is deemed given upon your initial use of the Pace Products, you have entered into a subscription agreement, a confidentiality agreement, a purchase agreement and Pace also grants you a license to use and access the Pace Products based on the terms and conditions contained herein.

BY ACCESSING THE PACE PRODUCTS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO ANY OF THE TERMS YOU MAY NOT ACCESS THE PACE PRODUCTS. YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS IS AN INTEGRAL PART OF THE CONTRACTUAL CONSIDERATION GIVEN BY YOU TO PACE IN EXCHANGE FOR ACCESS TO THE PACE PRODUCTS.

2. ACCESS OF PACE WEBSITE

By accessing the Pace Products, you acknowledge that you have read this Agreement, understand it, and agree to be bound by it.

3. CLIPP PLATFORM

CLIPP (Cognitive Learning IT Project Performance) platform helps turn training into a high impact personalized and customized learning experience. The platform enables live classes in a virtual environment, and supports multimodal learning delivery, virtual labs, self-paced courses, tracks informal learning to complement official courseware, mentor support, prescriptive & predictive analytics, and more.

3.1 CLIPP USE. By registering or using Pace’s CLIPP you agree to be bounds by the terms of this Agreement.

3.2 LICENSE. Subject to all the terms and conditions contained in this Agreement, you have free access to a limited, non-exclusive, revocable license to access and use the CLIPP platform.
The CLIPP software is licensed, not sold. Unless we notify you otherwise, the software license ends when your subscription ends. You must then discontinue use of the platform and uninstall or delete any CLIPP software that was downloaded during and pursuant to your subscription.

3.3 CLIPP LICENSE FOR ORGANIZATION. If you are using CLIPP on behalf of an organization or more than one organization, you are agreeing to this Agreement for each such organization and warranting and representing to Pace that you have the authority to bind each such organization to this Agreement.

3.4 SUSPENSION OF USE OF CLIPP PLATFORM. We reserve the right, to temporarily suspend or terminate your access to the CLIPP platform at any time in our sole discretion, with or without cause, with or without notice, and without incurring liability of any kind. For example, we may suspend or terminate your access to or use CLIPP for:
(a) the actual or suspected violation of this Agreement;
(b) the use of the CLIPP platform in a manner that may cause Pace to have legal liability or disrupt others' use of CLIPP;
(c) the suspicion or detection of any malicious code, virus or other harmful code introduced by you or in your account;
(d) scheduled downtime and recurring downtime;
(e) use of excessive storage capacity, APIs, or bandwidth; or
(f) unplanned technical problems and outages. If, in Pace’s determination, the suspension might be indefinite and/or Pace has elected to terminate your access to the CLIPP platform, Pace will use commercially reasonable efforts to notify you through the platform and/or by email to the email address associated with your account. You acknowledge that if your access to the CLIPP platform is suspended or terminated, you may no longer have access to the content that is stored with the CLIPP platform.

4. PROPRIETARY MATERIALS.

4.1 PACE PRODUCTS. The Pace Products contain copyrighted materials, trademarks, proprietary and confidential information, and intellectual property of Pace, including but not limited to all copyrights, patents, patent applications, trade secret rights, trademarks, source code, text and any images, photographs, icons, graphics, animations, video, audio, music, and all other media incorporated into the Pace Products, all of which are the property of Pace or its licensor(s) and supplier(s) and are protected by U.S. and international copyright and other intellectual property laws and treaties. The Pace Products are licensed, not sold, to you for use only under the terms of this Agreement, and Pace reserves all rights not expressly granted to you. Pace and Pace Products referenced in the Pace Products are either trademarks or registered trademarks of Pace. Other product and company names mentioned in the Pace Products may be the trademarks of their respective owners. For clarification, you shall have no ownership or other right, title or interest in and to the Pace Products, including but not limited to all copyright, and trademark rights, except as provided herein, such rights have been expressly reserved by Pace.

4.2 RESERVATION OF RIGHTS. Pace reserves the intellectual property rights to proprietary Pace materials, other than as specifically granted under the applicable license granted to you under this Agreement. You may not sell, reproduce, distribute, modify, display, prepare derivative works based on, re-post or otherwise use any of Pace’s intellectual property in any way.

4.3 EQUITABLE RELIEF. You acknowledge that a breach of any proprietary rights described in this Agreement may cause Pace irreparable damage for which an award of damages would not be adequate compensation. You agree that Pace may institute an action to prevent you from any and all acts in violation of these provisions and Pace may seek an injunction preventing any breach or threatened breach of these provisions. You agree that you will be liable to Pace for any and all costs, expenses and damages incurred by Pace as a result of your infringement of Pace’s intellectual property rights in or to the Pace Products.

5. TERM.

Your right to access the Pace Products pursuant to the terms and conditions of this Agreement begin on the start date agreed between you and Pace when you order the Pace Products or as indicated in your contract with Pace. This Agreement is deemed accepted by you and commences upon your using the Pace Products. The license granted to you pursuant to this Agreement will terminate on the earlier of the end of the last day that you are granted access to the particular Pace Products that you licensed, or the end of the term of the license set forth in your contract with Pace. You agree that the terms of this Agreement will survive termination of the license granted under this Agreement and expiration or termination of this Agreement.

6. TERMINATION.

This Agreement will terminate immediately without notice to you if you breach any term or condition of this Agreement. Pace reserve the right to modify or terminate this Agreement, or any of its services and/or product offerings at any time without notice to you. You may terminate this Agreement at any time by notifying Pace in writing. Upon receipt of notice of termination, the license shall cease, and you shall promptly destroy, or return to Pace, any Pace Products in your possession or control. Further, in the event of a termination or expiration of any agreement between Pace and a third-party supplier of content, your right to access and use such content shall expire.

7. THIRD-PARTY SOURCES.

You acknowledge that the Pace Products may incorporate information that is proprietary to one or more third party (ies). Such third party(ies) and Pace suppliers are third party beneficiaries of this Agreement with the authority to enforce those portions of this Agreement that are relevant to the agreements they have with Pace directly against you.

8. OPEN SOURCE SOFTWARE.

Certain items of software distributed with the Pace Products are subject to the Lesser GNU General Public License ("LGPL"), Apache Public License, Mozilla Public License ("MPL"), BSD Public License, Zope Public License ("ZPL") and MIT Public License or other "open source" or "free software" licenses ("Open Source Software"). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this Agreement. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. You agree to comply with the terms of the applicable Open Source Software licenses. Nothing in this document limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software.

9. CONTENT MAINTAINED BY PACE.

You acknowledge and agree that:
(a) Pace may, from time to time, elect to update the Pace Products, but Pace does not warrant or guarantee that any Pace Products will be updated, or that any updates will be made available to you, at any time during the term of this Agreement;
(b) Pace does not assume, and expressly disclaims, any obligation to obtain and include any information in the Pace Products;
(c) Pace is not advocating the use of any product described in the Pace Products (or elsewhere), nor is Pace responsible for misuse of a product due to typographical or other errors in the Pace Products, your negligence or otherwise;
(d) you agree to seek additional information on any product from the manufacturer; and
(e) you will use the content included in the Pace Products only as a reference aid, and that such content is not intended to be (nor should it be used as) a substitute for the exercise of professional judgment. In view of the possibility of human error or changes in technology, you should confirm the content in the Pace Products through independent sources.

10. WARRANTY DISCLAIMER.

THE PACE PRODUCTS ARE PROVIDED TO YOU "AS IS" AND "WITH ALL FAULTS." PACE AND ITS AFFILIATES, AGENTS, DISTRIBUTORS, SUPPLIERS AND LICENSORS:
(A) CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR NON-INFRINGEMENT OF THE PACE PRODUCTS PROVIDED HEREUNDER OR THAT YOUR USE OF THE PACE PRODUCTS WILL BE ERROR-FREE OR UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET YOUR REQUIREMENTS OR FUNCTION IN ACCORDANCE WITH RELATED DOCUMENTATION IN EVERY COMBINATION OF HARDWARE PLATFORM, SOFTWARE ENVIRONMENT AND PRODUCT CONFIGURATION; AND
(B) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, GUARANTEES, AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ANY USE OF THE PACE PRODUCTS IS ENTIRELY AT YOUR OWN RISK, INCLUDING THE RISK FOR SELECTING THE PACE PRODUCTS TO ACHIEVE YOUR INTENDED RESULTS AND PERFORMANCE, AND FOR INSTALLATION AND USE OF THE PACE PRODUCTS.

11. LIMITATION OF LIABILITY.

EXCEPT WHERE THIS LIMITATION OF LIABILITY WOULD BE VOID OR INEFFECTIVE UNDER APPLICABLE STATUTE OR REGULATION, NEITHER PACE NOR ITS AFFILIATES, AGENTS, LICENSORS, DISTRIBUTORS OR SUPPLIERS SHALL BE LIABLE UNDER ANY CLAIM, DEMAND OR ACTION ARISING OUT OF OR RELATING TO YOUR USE OF THE PACE PRODUCTS, NOR PACE''S PERFORMANCE OF (OR FAILURE TO PERFORM) ANY OBLIGATION UNDER THIS AGREEMENT, NOR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION COSTS, DAMAGES FROM LOSS OF BUSINESS INFORMATION OR OTHER DAMAGES CAUSED BY THE INABILITY TO USE THE PACE PRODUCTS, EVEN IF PACE, ITS AFFILIATES, AGENTS OR LICENSORS HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES WERE FORESEEABLE. PACE''S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE PACE PRODUCTS. THIS LIMITATION OF DAMAGES SET FORTH HEREIN CONSTITUTES A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN PACE AND YOU.

12. AUTHORITY.

You and Pace each represent, warrant and covenant that it has the full capacity and authority to:
(1) enter into this Agreement subject to these terms and conditions;
(2) perform its obligations as stated herein and the performances of these obligations does not conflict with any other agreement
(3) and that performance of these obligations does not violate any applicable laws.

13. U. S. GOVERNMENT END USERS.

If you are using or accessing the Pace Products and you are a government employee, then note that the Pace Products are a "commercial item" as that term is defined at FAR 2.101 (Oct 1995), consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (Sep 1995) and is provided to the U.S. Government only as a commercial end item. Consistent with FAR. 12.212 and DFARS 227.7202 (Jun 1995), all U.S. government end users acquire the Pace Products with only those rights set forth herein. Any use, modification, reproduction, release, performance, display, or disclosure of the Pace Products by the U.S. government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

14. EXPORT LAW.

The Pace Products and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Unless specifically authorized in writing by Pace prior to any access, you agree not to export the Pace Products including but not limited to re-exporting the Pace Products, or any part thereof, or any process that is the direct product of the Pace Products, to any country, person, or entity in violation of U.S. export restrictions. In any case, you will indemnify and hold Pace harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by you of your obligations under this paragraph. Your obligations under this paragraph will survive the expiration or termination of this Agreement.

15. REFUND POLICY.

The Pace refund policy is outlined below. (A different refund policy may apply to you if you are using the Pace Products subject to a contract between your organization and Pace or a Pace distributor. In that case you should contact the appropriate person within your organization to inquire about the refund policy that applies to you.)

15.1 SELF PACE LEARNING. You will have access to your Self-Pace Learning course for a period of up to 12 months upon registration and payment.
Refund policy self-pace learning: You have the right to cancel your registration up to three (3) days after the date of purchase. Requests for cancellation must be made by contacting Pace by phone or e-mail. The request must be made prior to midnight (Central Standard Time) of the third calendar day from the date of purchase. Pace will not grant a refund under any of the following conditions: certificates issued, credits reported, course completed.
If the course includes physical materials, you have the option to return the book(s) or keep them. If you keep the physical materials, you will have to pay for them. If returned, the physical materials must be returned to Pace at the student’s expense. Please include a note with the materials when contacting Pace to process the refund. Books must be returned in new condition or reimbursement will not be processed. Once the physical materials are received, the refund will be processed minus a $25.00 nonrefundable fee. All shipping charges are nonrefundable.

15.2 ENROLLMENT POLICY. Class enrollments are accepted on a first pay first serve basis. A seat can be temporarily reserved using a signed and faxed copy of the enrollment agreement; however, Pace cannot guarantee a seat until Pace has received full payment. If you have not paid in full, you will not be admitted to the class

16. GENERAL

16.1 NON-WAIVER. The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

16.2 SEVERABILITY. If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party's rights under this Agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part of this Agreement a provision that will be as similar as possible in economic and business objectives as was intended by the unenforceable provision.

16.3 CHANGES TO COURSE OFFERINGS. Pace may from time to time and without notice, remove, add or modify courses, the material available on Pace’s website, the Pace website itself, and to the Pace Products described on the website or any other agreement that you have with Pace.

16.4 GOVERNING LAW AND VENUE. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of Texas as those laws are applied to contracts entered into and to be performed entirely in Texas by Texas residents. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in a federal court in Texas or in state court in Travis County, Texas, and each party hereto irrevocably submits to the jurisdiction and venue of any such court in any such suit, action or proceeding and waives any right which it may have to transfer or change the venue of any such suit, action or proceeding, except that in connection with any suit, action or proceeding commenced in a state court, each party retains whatever right it may have to remove such suit, action or proceeding to federal court in Texas. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

16.5 DISPUTE RESOLUTION. The parties agree to work towards resolving any disputes in good faith. Neither party may commence any action, legal or other, with the regard to such dispute until thirty (30) days have passed from the time that any party has provided written notice to the other party regarding the nature of such dispute, provided that nothing stated herein will prevent Pace from seeking injunctive relief in the event of an actual or threatened breach of this Agreement.

16.6 NOTICES. Any notices required under this Agreement will be provided as follows:

(a)By Pace to you via e-mail to the e-mail address you provided when registering for Pace Products.

(b)By you to Pace by contacting in writing

(i) First Level of Contact: Student Support
(ii) Second Level of Contact: Admissions
(iii) Top Level of Contact: CEO, in each case addressed to Pace Learning, LLC 1101 S. Capital of Texas Highway, Building J, Austin Texas 79746. Please provide a detailed explanation of your issues including contact information where you can be reached. You will be contacted to discuss an agreeable resolution. A different grievance procedure may apply to you if you are using the Pace Products subject to a contract between your organization and Pace or a Pace distributor. In that case you should contact the appropriate person within your organization to inquire about the grievance procedure that applies to you.

16.7 ASSIGNMENT. Neither this Agreement nor any of your rights or obligations hereunder may be assigned by you in whole or in part without the prior written approval of Pace. Any assignment of rights or delegation of duties in derogation of the foregoing shall be null and void.

16.8 COMPLETE AGREEMENT. This Agreement is the complete and exclusive statement of the agreement between Pace and you, which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. This Agreement shall not be modified except by a subsequently dated written amendment signed by both parties by their duly authorized representatives.

16.9 JOB PLACEMENT DISCLAIMER. Pace does not guarantee job placement upon program/course completion.

16.10 PUBLICITY. This Agreement shall be treated as strictly confidential information in accordance with this Agreement. Any publicity or marketing material must receive approval from Licensee prior to any release; and such approval shall not be unreasonably conditioned, withheld or delayed. On completing a purchase or signing this Agreement, Licensee agrees to

(i) be included in the list of customers on Licensor’s website,

(ii) allow a mutually agreed upon press release at the purchase completion Agreement sign-off stage,

(iii) participate in a publishable case-study upon or after “go-live” or purchase completion, and

(iv) conduct a reasonable number of reference calls with Licensor’s potential prospects. Optionally, Licensee may agree to participate in speaking engagements in webinars and industry events at their discretion upon request.

16.11 PRIVACY. Pace's current privacy policies, available at https://www.pacelearn.org/privacy-policy, are incorporated herein by reference.

16.12 ACKNOWLEDGMENT. You acknowledge that, in providing you with the Pace Products, Pace has relied upon your consent to be bound by the terms of this Agreement. You further acknowledge that you have read, understand, and agree to be bound by the terms of this Agreement. This Agreement is not, however, intended to limit any rights that Pace may have under trade secret, copyright, patent, or other laws that may be available to it.

16.13 CHANGE IN TERMS. Pace reserves the right to change or modify forms of documents, policies and/or terms at Pace’s sole discretion and at any time. Any such change or modification will be effective immediately upon posting to Pace’s website.

THE PACE PRODUCTS ARE PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATIES. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.