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General Terms and Conditions for the delivery of training content from InVision Software, Inc.

Date: June 2022

  • §1 Scope

    • 1.1. The learning product (“Learning Product”), is provided to you by InVision Software Inc., 211 W. Wacker Drive, Ste 120 PMB 2132, Chicago, 60606 IL, United States, using a file format as advised to you that can be customer hosted. By accepting our offer or placing your order (“Order”) you agree to these terms and conditions. These terms and conditions together with the Order form the Agreement.

    • 1.2. You will be provided learning content (each a “Course”) as set out in the Order.

    • 1.3. The access is limited to the number of Seats and Courses as set out in the Order. “Seat” means each individual employee or contractor, who views a single Course in any 12-month period.

    • 1.4. Unless otherwise specified in the Order, the Agreement begins on the start date as set out in the Order and ends to the anniversary of the start date (“Initial Term”). Should you not terminate the Agreement with a notice period of at least one month before the end of the Initial Term, or any extension term, the term will extend by a further 12 months.

  • §2 Grant of license

    Unless otherwise defined herein the following terms shall have the meanings ascribed to them below:

    • 2.1. InVision grants you a non-exclusive, non-transferable right to use the licensed Learning Product for internal purposes during the term.

    • 2.2. Nothing in the Agreement transfers any intellectual property rights in the course files or content to you or any other party.

    • 2.3. We may remotely audit that the use of the Learning Product is in accordance with the Agreement.

  • §3 Responsibilities

    • 3.1. We will not be responsible for any Learning Management System (LMS) administration responsibilities or tasks necessary to deploy the Learning Product.

    • 3.2. You are responsible for downloading the Learning Product, as well as providing the LMS and any communications to users to ensure full utilization and completion of the course materials.

    • 3.3. You will ensure the LMS is compliant with the respective file format per the then-current industry standard.

    • 3.4. You are responsible for the security of the course files, and ensure only licenced access to the Courses.

    • 3.5. You must not copy, or use any part of the training content out of the context of the entire Course, deployed under the agreement.

    • 3.6. You are directly responsible for complying with any statutory duties of retention with regard to the data processed while using the Learning Product.

    • 3.7. The Learning Product is provided in it’s release current at the time of the Agreement. You are responsible for ensuring the content of the Learning Product is appropriate for the intended use and your business requirements.

  • §4 Billing and Payment

    • 4.1. The total fee payable is set out in the Order.

    • 4.2. All fees are net prices free of charges, to which the applicable statutory value added tax, and any other taxes and duties which are levied on our service must be added.

    • 4.3. Invoices are immediately due for payment when issued. We will send our invoices exclusively via email to the email address that you provided for that purpose on signup.

    • 4.4. Your payments must be remitted to the account shown on the invoice and made in a manner such that you cover any bank charges. All payments are non-refundable.

    • 4.5. The Learning Product may not be made available before receipt of payment.

    • 4.6. If you are in default on some or all of one or more invoices, then we reserve the right to block your access to the Learning Product until the outstanding amounts are fully paid. This suspension of the Learning Product does not constitute a termination of the agreement and we will provide notice by email before taking this step.

  • §5 Limitation of Liability

    • 5.1. We use commercially reasonable efforts, consistent with best industry practices, to deliver the Learning Product to you. However, we expressly disclaim all warranties, express or implied, with respect to the Learning Product including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. While the content may be updated, we have no liability in case the content is not suitable for your business purposes. We do not warrant or represent that the Learning Product will be uninterrupted or error-free, that defects will be corrected, or that the Learning Product is free of viruses or other harmful components. We have no liability for loss of profits, loss of business or loss or corruption of data or for any special, indirect or consequential loss which you or any third party may incur.
    • 5.2. In no event will our liability for any claim of any kind, whether based in contract, warranty, tort, strict liability or otherwise, for any losses or damages arising out of, connected with, or resulting from these terms and conditions or the performance or breach thereof, or any product or service or the use or performance thereof, exceed the amount paid by you for the Learning Product during the one month period immediately prior to the occurrence of the cause of action at issue.

  • §6 Force Majeure

    • 6.1. Force majeure events will suspend the contracting parties’ contractual obligations for the duration of the disruptions and to the extent of their effect. A force majeure event is any event beyond our reasonable control, including natural catastrophes, floods, fires, earthquakes, terrorist attacks, social unrest, strikes, sovereign actions, pandemic or contagious diseases affecting the general population, internet disruptions and illegal third-party attacks against the infrastructure on which the Learning Product is based. Should the delays resulting from a force majeure event exceed 30 days, either party shall have the right to terminate the Agreement.

  • §7 Confidentiality

    • 7.1. Both contracting parties agree to treat as strictly confidential any non-public information, e.g. secret know-how or internal operating procedures of the other party, of which they become aware either before or after the start of the Agreement. This obligation relates especially to any non-public information regarding the Learning Product, as well as your data that is processed by the Learning Product.

    • 7.2. Employees, interns, subcontractors and agents of both contracting parties, who are involved in either using or delivering the Learning Product, shall comply with the duty of confidentiality set out here. Each party shall provide the other party with the respective non-disclosure Agreements upon request. The duty of confidentiality survives termination of the Agreement.

    • 7.3. We are entitled to mention the customer relationship with you for marketing purposes.

  • §8 Data Protection

    • 8.1. The contracting parties agree to comply with all applicable legislation on data protection and privacy.

  • §9 General

    • 9.1. The Learning Product is provided exclusively on the basis of the Agreement. Your own terms and conditions that deviate from or add to the Agreement do not apply.

    • 9.2. We reserve the right to modify these terms and conditions at any time. We will use commercially reasonable efforts to notify you of any material changes but all modifications shall be effective and binding upon posting.

    • 9.3. The laws of the State of Illinois govern exclusively. The provisions of “UN Sales Law” (Convention on Contracts for the International Sale of Goods – CISG) and any references to foreign laws and jurisdictions will not apply. Both contracting parties agree that the provisions of the Uniform Computer Information Transaction Act (UCITA) or any version, adopted by any jurisdiction in any form shall not apply to the transactions between the parties. If applicable, the parties agree to waive and opt out of any purported application of the UCITA during the term hereof.

    • 9.4. The exclusive judicial forum and place of performance for all obligations under the agreement are the federal or state courts located in the Counties of Cook or DuPage, State of Illinois. In an action to enforce one’s rights hereunder, the fees and expenses of the prevailing party shall be borne by the non prevailing party.