Terms and Conditions

ProCert Labs General Terms and Conditions for Courseware Testing, Courseware Directory, Training Center Locator & Instructor Locator.

PLEASE READ CAREFULLY THESE TERMS AND CONDITIONS AND THE FAQ BEFORE REGISTERING FOR PROCERTS ONLINECOURSEWARE TESTING, COURSEWARE DIRECTORY, TRAINING CENTER LOCATOR & INSTRUCTOR LOCATOR SERVICES.  PARTICIPATION IN THE PROCERT ONLINE COURSEWARE AND TRAINING DIRECTORY ONLINE SERVICE INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE PROCERT ONLINE TRAINING DIRECTORY ORTRAINING CENTER LOCATOR OR INSTRUCTOR LOCATOR SERVICES SERVICE.

Introduction. 

This agreement ("Agreement") between You and ProCert Inc. ("ProCert") consists of the ProCert Courseware Testing & Training Directory Online Service (the "Service(s)") Standard Terms and Conditions ("Terms and Conditions"). A description of the Service, as generally offered by ProCert, is available at the Services Frequently Asked Questions ("FAQ") URL, located at https://www.procertlabs.com/faq, or such other URL as ProCert may provide from time to time. "You" or "Publisher/Listee" means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.

Services Participation. 

Participation in the Service is subject to ProCert's prior approval and Your continued compliance with the Service Policies ("Service Policies"), located at https://www.procertlabs.com/policies, and/or such other URL as ProCert may provide from time to time. ProCert reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Service,

Termination; Cancellation. 

You may terminate this Agreement with or without cause at any time by sending written notice of your desire to cancel Your participation in the Services to support@ProCert.com. This Agreement will be deemed terminated within ten (10) business days of ProCert's receipt of Your notice.  ProCert may at any time, in its sole discretion, terminate all or part of the Service, terminate this Agreement, or suspend or terminate the participation of any Property in all or part of the Service for any reason. In addition, ProCert reserves the right to terminate without notice any account that has not maintained a current "paid" status for the display of listings.

Confidentiality. 

You agree not to disclose ProCert Confidential Information without ProCert's prior written consent. "ProCert Confidential Information" includes without limitation: (a) all ProCert software, technology, programming, specifications, materials, guidelines and documentation relating to the Services; (a) any information designated in writing by ProCert as "Confidential" or an equivalent designation.

No Guarantee.

ProCert makes no guarantee regarding the level of impressions of listings or clicks on any listed course or Training Center or independent instructor.  In addition, for the avoidance of doubt, ProCert does not guarantee Services will be operable at all times or during any down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of Your equipment, systems or local access services, (iii) for previously scheduled maintenance or (iv) relating to events beyond ProCert's (or its wholly owned subsidiaries') control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where ProCert (or its wholly owned subsidiaries) or Your servers are located or co-located.

No Warranty. 

PROCERT MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO LISTING, LINKS, SEARCH, REFERRALS, AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT LISTINGS, LINKS, AND SEARCH RESULTS ARE BASED ON OR DISPLAYED IN CONNECTION WITH NON-PROCERT CONTENT, PROCERT SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF LISTINGS, LINKS, AND SEARCH RESULTS.

Limitations of Liability; Force Majeure. 

EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE SERVICE, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) PROCERT'S AGGREGATE LIABILITY TO PUBLISHER OR LISTEE UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY PUBLSISHER OR LISTEE TO PROCERT FOR SERVICES RENDERED. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

Publicity

You agree that ProCert may use Your name and logo in presentations, marketing materials, customer lists, financial reports, Web site listings of customers, Search Results Pages, and Referral Pages. If You wish to use ProCert's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Brand Features"), You may do so, so long as such use is in compliance with this Agreement and in compliance with ProCert's then current Brand Feature use guidelines, and any content contained or referenced therein, which guidelines may be found at the following URL:http://www.ProCert.com/permissions/guidelines.html (or such other URL ProCert may provide from time to time).

Representations and Warranties. 

You represent and warrant that (a) all of the information provided by You to ProCert to enroll in the Services is correct and current; (b) You are the owner of each Property or You are legally authorized to act on behalf of the owner of such Property(ies) for the purposes of this Agreement and the Services; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder.

Your Obligation to Indemnify. 

You agree to indemnify, defend and hold ProCert, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Services, the Property(ies), and/or Your breach of any term of this Agreement.

ProCert Rights. 

You acknowledge that ProCert owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Services, and that You will not acquire any right, title, or interest in or to the Services except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any ProCert services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Service or proprietary information related thereto. You will not remove, obscure, or alter ProCert's copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any ProCert services, software, or documentation (including without limitation the display of ProCert's Brand Features). "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

Information Rights. 

ProCert may retain and use, subject to the terms of the ProCert Privacy Policy (located at http://www.ProCert.com/privacy.html, or such other URL as ProCert may provide from time to time), all information You provide, including but not limited to Property demographics and contact and billing information. You agree that ProCert may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Service, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. ProCert may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. ProCert disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. ProCert may share non-personally-identifiable information about You, including Property URLs, Property-specific statistics and similar information collected by ProCert, with advertisers, business partners, sponsors, and other third parties.

Miscellaneous.

This Agreement shall be governed by the laws of Utah, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Salt Lake County, Utah. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the Service after such terms have been updated by ProCert. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to ProCert. Notwithstanding the foregoing, ProCert may assign this Agreement to any affiliate at any time without notice. The relationship between ProCert and You is not one of a legal partnership relationship, but is one of independent contractors.