Please read this Agreement carefully before accessing, paying for, or using the Website and associated services. You agree that your accessing and use of the Website and/or your accessing, downloading, and use of Edified's Learning Management System ("LMS”) subject you to the applicable terms of this Agreement.
EDIFIED MAY, FROM TIME TO TIME, AND RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO MODIFY, UPGRADE, LIMIT, CHANGE, DISCONTINUE, OR REPLACE THE WEBSITE OR THIS AGREEMENT. IN THE EVENT EDIFIED MODIFIES, LIMITS, CHANGES, OR REPLACES THE WEBSITE OR THIS AGREEMENT, YOUR USE OF THE WEBSITE AFTER SAID MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT CONSTITUTES YOUR MANIFESTATION OF ASSENT TO THE MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT. HOWEVER, EDIFIED WILL MAKE REASONABLE EFFORT TO NOTIFY YOU BEFORE ANY MAJOR CHANGES ARE MADE TO THE WEBSITE.
1. About the Site
Edified provides professional online training services, courses, and materials to help educators fulfill their professional development needs. The Website provides users with access to Edified's LMS, which can be accessed quickly and easily from most computing devices, such as desktop computers, tablets, and cellular phones. The LMS will provide users with information concerning job assistance and specific training needs. The Website and the LMS are for informational, research, and training purposes only.
Even though Edified will use commercially reasonable efforts to enable the Website and the LMS to be generally accessible, you understand that Edified is not obligated to provide any maintenance, technical or other support for the Website or the LMS.
2. Warranties and Representations
You warrant and agree that you have the right and legal capacity to enter into this Agreement and to adhere to its terms and conditions. If you are under eighteen (18) years of age but at least thirteen (13) years of age, you must present this Agreement to your parent or legal guardian for their review. You warrant that you are not prohibited from assenting to this Agreement by any preexisting Agreement.
You warrant and represent that any and all information that you provide to Edified and the Website is accurate and valid. You agree to comply in good faith with the terms of this Agreement.
Given the global nature of the Internet, you agree to comply with all laws and rules where you reside or where you use the Website. The Website and LMS is operated in the United States and Edified makes no representation that its Website, LMS, or services are appropriate, lawful, or available for use in other locations. Edified does not offer the Website or LMS where prohibited by law. You agree that if it is illegal in your jurisdiction to use the Website or LMS, you are prohibited from doing so.
3. Ownership of Website, LMS, and License
You acknowledge and agree that Edified is the owner of, or has rights in and to, the Website, LMS, and their associated content, including but not limited to all intellectual property rights inherent therein. The Website and LMS are protected by all applicable laws, intellectual property or otherwise, and you are expressly prohibited from using the Website for any purposes not explicitly stated in this Agreement. Specifically, and except where otherwise allowed under this Agreement, you are prohibited from framing, scraping, aggregating, hacking, reverse engineering, crawling, reproducing, preparing derivative works of, distributing, performing publicly, or displaying publicly the Website or LMS, whether in whole or in part, without the prior written consent of Edified.
Edified hereby grants you a limited, non-exclusive, non-sublicensable, royalty free, non-assignable, and revocable license to use the Website and LMS for its customary and intended purposes. Use of the Website for a use outside of its customary and intended purposes or in violation of the terms of this Agreement will result in the termination of this license. Absent prior written permission from Edified, you are not permitted to reproduce, prepare derivative works, distribute copies, perform, display, or use for commercial purposes the Website, LMS, or their content. This license is revocable at any time, and any rights not expressly granted herein are reserved to Edified.
All trademarks, common law or registered trademarks, displayed on this Website are the property of their respective owners. Specially, all Edified marks are owned by or licensed property of Edified, including, but not limited to EDIFIED and EDIFIED logos. The Website, including its look and feel, color selections, layout, and arrangement, is the trade dress of Edified. You are prohibited from using Edified's trademarks, service marks, and trade dress, or any colorable imitation thereof, to indicate the source of, sponsorship of, approval of, affiliation with, connection with, or association with your goods or services without the prior written consent of Edified.
5. Account and User Registration; Termination
To use Edified's LMS, you must register on the Website for a free trial or pay the subscription fee corresponding to your desired subscription service and term. You must first select between a monthly subscription service and an annual subscription service and then complete the required information on the Website to setup an online account. The day that you created your account will be considered the effective date of your term as your service will commence immediately. Individual user accounts may only be created for one named individual. Edified may, at its sole discretion, allow individual users to select between specific types of subscriptions to access various features, resources, and services offered through the LMS.
All individual users will be able to manage their accounts and cancel their subscriptions at any time. For both the annual and monthly subscription options, individual users will be billed through the user's recurring credit card payments. Individual users will be charged a monthly subscription fee of $19.95 and an annual subscription fee of $189.00 for full access and use of the Website and the LMS. Your subscription will renew automatically each month on either the same day of each month or the last day of each month until you cancel your subscription. The cancellation will be effective at the end of the term in which you cancelled your subscription.
By registering for a free trial, you will have limited access and use of the Website and the LMS on a trial basis at no charge until either your free trial period expires or you register for one of the paid subscription services. You may cancel your free trial at any time before it expires.
To use Edified's LMS, multi-user accounts need to be registered. Edified may manually create specific portals for each multi-user organization, such as a school district or a school, based on the organization's specifications and preferences. Edified may also register one or more of the users as Site Administrators of each multi-user organization to manage certain aspects of their portal as well as their users. Edified may, at its sole discretion, allow multi-user organizations, to create specific user accounts within the organization's portal, and to assign one or more of their users the role of Site Administrator. The Site Administrators have administration access over their specific organization's portal to allow the organization to add and remove users, assign courses, create and assign learning paths, track the progress of their users, and run standard reports. Organizations may sign-in to their portal from the Website or their own custom portal sign-in page.
The subscription-based model for multi-user organizations will be based on tiers, which will dictate the number of users that will be registered in each organization's portal and which users are allowed to access the LMS. The number of users that will be registered in each organization's portal and be allowed to access the LMS will not exceed the number of accounts paid for under the organization's subscription. All of the organization's users must have their own unique identifier, such as their school email address. The multi-user organizations may be billed through credit cards or purchase orders on an annual basis or based on the specific terms set up by their Edified sales consultant. Multi-user organizations may agree on standard fee schedules when registering for an account and creating an organization portal. Edified reserves the right to decide whether they will negotiate with the organizations regarding the standard fee schedules.
If the organization pays with a purchase order, the organization will be billed annually accord. Multi-user organizations will be charged tiered fees based on the number of users associated with the organization's portal. The multi-user organization subscription will renew automatically each year on the renewal date specified on the invoice until the organization cancels their subscription. The cancellation will be effective at the end of the term in which you cancelled your subscription.
Credit card payments are processed online through a third-party payment processor, such as Authorize.net. You shall not add or modify any terms or conditions to your payments to Edified for any of Edified's products or services. Recurring charges are billed in advance of Edified providing any services or access to the Website or the LMS. You will be required to provide us with valid and updated credit card information, or with a valid purchase order. If you provide credit card information, you authorize us to charge such credit card for all purchased services listed in the order form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either monthly, annually or in accordance with any different billing frequency stated in the applicable order form. If the order form specifies that payment will be by a method other than a credit card, Edified will invoice you in advance and otherwise in accordance with the relevant order form. Unless otherwise stated in the order form, invoiced charges are due no later than 30 (thirty) days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.
All prices are listed in U.S. Dollars (USD) and are guaranteed only after (i) your credit card has been charged and (ii) your purchase is completed. You agree that you are solely responsible for paying all applicable taxes, duties, levies, or charges imposed by any governmental entity anywhere in the world in connection with your use of the Website, the LMS, and/or purchase of services through the Website and the LMS to that applicable governmental entity.
If you are 30 or more days overdue on your payments (or 10 or more days overdue in the case of amounts being charged to their credit card), Edified will accelerate the unpaid fees and they will be immediately due and payable, and all services will be suspended until such amounts are paid in full. Edified may provide you with at least 10 days' prior notice that your account is overdue, before suspending all services and preventing access to the Website and/or the LMS.
Edified may change any terms, conditions, rates, fees, expenses, or charges regarding your use of the Website at any time. Your use of the Website shall constitute acceptance of any changes made to this Agreement.
You agree to provide Edified with accurate, up to date, and complete information. You understand and agree that you have an ongoing duty to update your personal information if and when it changes. You are expressly prohibited from creating an account or user profile that impersonates another person or otherwise violates the rights of a third party. Edified reserves the right to restrict access to, suspend, disable, or delete your account, user profile, or portal at any time, in its sole discretion, and without prior warning. You are expressly prohibited from selling, leasing, lending, assigning, or otherwise transferring your account, user profile, or portal.
You agree to keep your account secure from unauthorized access. You will log in using your account password. You should not reveal your password to others. You agree that you alone are responsible for your account and all associated user profiles. You accept full responsibility for any and all use of your account, whether authorized or unauthorized. In the case of unauthorized access to your account, you agree to contact Edified immediately. You agree to hold harmless and indemnify Edified for any damages that arise out of or in relationship to the use of your account. By creating an account, you agree that Edified, and its designees and agents, may contact you by any available means, include, but not limited to, by email.
By creating an Account, you agree that Edified, and its designees and agents, may contact you by any available means, including, but not limited to, by email.
6. User Generated Content
Edified may provide you with the ability to submit user generated content to the Website, which may include but is not limited to videos, documents, or other content or data to share with other users (collectively "User Generated Content”). Except as otherwise licensed herein, you own all rights in and to your User Generated Content. User Generated Content may be hosted, shared, and/or published as part of the Website's associated services. For individual users, User Generated Content entered into your private profile will be viewable only by Edified. Both Edified and registered organizations may view the User Generated Content of a registered user of the respective organization. You expressly acknowledge that Edified does not guarantee any confidentiality with respect to any submissions of your User Generated Content.
The LMS allows for sharing of User Generated Content, such as names, profile information, and images through shared group classes and blogs. User Generated Content posted to public areas of the LMS may be publicly visible to account holders on the LMS.
By submitting User Generated Content to the Website and the LMS, you grant Edified a non-exclusive, irrevocable, royalty free, worldwide, and perpetual license to use your User Generated Content for the customary and intended purposes of the Website and the LMS and any purpose related thereto, including, without limitation, to reproduce, prepare derivative works, distribute copies, perform, display, research, and use any of the User Generated Content. These purposes may include, but are not limited to, providing you or third parties with the Website or its associated services, improving the Website or the LMS or their associated services, and archiving or making backups of the Website and the LMS. You agree to waive all moral rights in and to your User Generated Content across the world, whether you have or have not asserted moral rights in or to your User Generated Content. By submitting User Generated Content to the Website and the LMS, you further agree to waive all rights of publicity or privacy with respect to the User Generated Content submitted.
You warrant that any User Generated Content that you submit to the Website will not violate the rights of third parties, including, but not limited to, trademark rights, copyright rights, and rights of publicity and privacy, or violate any applicable law, statute, ordinance, treaty, or regulation, whether local, state, provincial, national, or international.
You agree that you are solely responsible for any User Generated Content that you submit to the Website and the LMS. Since it is not feasible for Edified to review all User Generated Content, Edified acts solely as a repository of data, and therefore makes no guarantees as to the validity, accuracy, relevance, usefulness, or legal status of any User Generated Content. Edified does not guarantee the confidentiality of any User Generated Content you share through the Website with any third party. Users expressly acknowledge that they interact with and share information with other users at their sole risk. You are required to maintain the confidentiality of our information which refers to all portions of the services, including but not limited to, the Website and the LMS.
Edified reserves the right to remove User Generated Content without prior notice and may, at its sole discretion, remove User Generated Content that it determines, at its sole discretion, violates the terms of this Agreement. Edified also reserves the right to terminate a user's access to the Website for any reason, including, but not limited to, for repeatedly infringing on the intellectual property or other rights of third parties or otherwise violating the terms of this Agreement, or for no reason, and without prior notice.
7. Section 230 of Communications Decency Act
You acknowledge and agree that Edified is an interactive computer service provider under Section 230 of the Communications Decency Act. Though Edified may edit, remove, or control the content displayed through the Website, you agree that Edified will not be considered an information content provider and will not be held liable for the republication of defamatory or tortious content created by third parties, whether through the Website or otherwise.
8. Third Party Links
You understand that the Website and the LMS may contain links to third party websites, applications, or services that Edified does not own or control. You agree that Edified will not be held responsible or liable for the content of third party websites, applications, or services and that Edified's inclusion of those websites, applications, or services within its Website or the LMS does not constitute Edified's endorsement of, recommendation of, or affiliation with any of those websites, applications, or services.
9. No Endorsement
Edified does not endorse or recommend any commercial product, process, or service. The views and opinions of users, contributors, and others expressed on this Website do not necessarily state or reflect those of Edified and are not intended to be used for advertising or product endorsement purposes.
10. User Conduct
You expressly agree that you will not use the Website or the LMS to violate any law, statute, ordinance, regulation, or treaty, to violate the rights of third parties, or for a use outside of the customary and intended purposes of the Website.
Specifically, you are expressly prohibited from: using a robot, spider, scraper, or other automated technology to access the Website or the LMS; imposing a disproportionate load on the Website or its server infrastructure or otherwise attempting to interfere with the operation of the Website or the LMS; circumventing Edified's technological and physical security measures; impersonating another; posting or transmitting content that threatens or encourages bodily harm or destruction of property; posting or transmitting content that infringes upon the intellectual property rights of other users of the Website or the LMS or third parties; posting or transmitting content that is offensive, derogatory, or obscene; posting or transmitting content that constitutes fraud, an unwanted commercial solicitation, a phishing scam, a pyramid scheme, or a chain letter; and posting or transmitting content intended to collect personal or personally identifiable information from users or third parties.
If you encounter content or witness behavior that you believe is inappropriate and violates this Agreement, you may report it to Edified by sending an email to firstname.lastname@example.org.
11. Term and Termination
This Agreement will remain in full force and effect so long as the Website and the LMS are in operation. Edified may terminate this Agreement without liability at any time, without notice, and for any reason, including but not limited to for your violation of a term or condition of this Agreement.
12. Disclaimer of Warranties
EDIFIED DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM OR LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE, THE LMS OR SERVICES PURCHASED THROUGH THE WEBSITE OR THE LMS. EDIFIED PROVIDES THE WEBSITE, THE LMS, AND THE SERVICES PROVIDED THROUGH THE WEBSITE AND THE LMS ON AN AS-IS BASIS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, THIS EXCLUSION MAY NOT APPLY.
EDIFIED WILL NOT BE HELD LIABLE OR RESPONSIBLE FOR ANY CONTENT POSTED ON THE WEBSITE OR ON THE LMS, INCLUDING BUT NOT LIMITED TO ANY ADVICE PROVIDED BY ANY THIRD PARTY, ANY THIRD PARTY LINKS POSTED ON THE WEBSITE, OR ANY CONTENT TRANSMITTED THROUGH THE WEBSITE OR THE LMS. EDIFIED IS A SERVICE PROVIDER AND DOES NOT ASSUME RESPONSBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DESTRUCTION OF IDENTITY, UNAUTHORIZED ACCESS TO AN ACCOUNT, OR ALTERATION THEREOF. EDIFIED RESERVES THE RIGHT TO DISCONTINUE THE WEBSITE AT ANY TIME.
EDIFIED WILL NOT BE HELD LIABLE FOR NETWORK, INTERNET, COMPUTER, HARDWARE, OR SOFTWARE PROGRAM MALFUNCTIONS, FAILURE, DELAYS, OR DIFFICULTIES WITH THE WEBSITE OR THE LMS AT ANY TIME.
THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF EDIFIED'S WEBSITE, LMS, OR RELATED SERVICES REMAINS WITH YOU.
13. Limitation of Liability
EDIFIED WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES ARISING OUT OF OR RELATED TO YOUR USE OR MISUSE OF THE WEBSITE OR YOUR USE OF SERVICES OFFERED THROUGH THE WEBSITE OR THE LMS, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNATIVE DAMAGES, OR EXEMPLARY DAMAGES. YOU UNDERSTAND AND AGREE THAT THE MAXIMUM AMOUNT THAT EDIFIED CAN BE HELD LIABLE TO YOU UNDER ANY CIRCUMSTANCE IS THE AMOUNT THAT YOU PAID, IF ANY, FOR SERVICES PURCHASED THROUGH THE WEBSITE AND THE LMS, AND IN NO CASE WILL THAT AMOUNT EXCEED $100. IF NO AMOUNT IS PAID BY YOU TO EDIFIED, YOU AGREE THAT YOU WILL BE LIMITED TO INJUNCTIVE RELIEF ONLY UNLESS OTHERWISE PERMITTED BY LAW.
THE WEBSITE AND THE LMS MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. EDIFIED IS NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE WEBSITE, THE LMS, OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION YOU PROVIDE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES. IF YOUR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, YOU SHOULD SEEK LEGAL COUNSEL TO UNDERSTAND YOUR LEGAL RIGHTS UNDER THE LAW.
You agree to hold harmless, indemnify, and defend Edified, its officers, employees, agents, successors, and assigns, from and against any and all claims, demands, losses, damages, rights, and actions of any kind, including, but not limited to, property damage, infringement, personal injury, and death, that either directly or indirectly arise out of or are related to your use of the Website and the LMS, your use or provision of any services purchased through the Website and the LMS, your reliance upon advice provided through the Website and the LMS, your submission of User Generated Content to the Website and the LMS, your violation of any term or condition of this Agreement, your violation of any applicable law, statute, ordinance, regulation, or treaty, whether local, state, national, or international, or your violation of the rights of a third party.
Your obligation to defend Edified under the terms of this Agreement will not provide you with the right to control Edified's defense, and Edified reserves the right to control its defense and choose its counsel regardless of your contractual requirement to indemnify Edified.
You acknowledge and agree that you are prohibited from assigning your rights and obligations under this Agreement. Edified may assign its rights and obligations under this Agreement at any time, including but not limited to in a sale of the Website or the LMS.
16. Resolution of Disputes and Governing Law
This Agreement will be interpreted under and governed by the laws of the State of Wyoming without giving effect to any conflicts of laws principles. You agree that any claim or dispute that you may have against Edified will be exclusively resolved through arbitration.
YOU AND EDIFIED AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR USE OF THE WEBSITE, YOUR USE OF THE LMS, OR THE PURCHASE OF SERVICES FROM EDIFIED, INCLUDING ANY DISPUTES CONCERNING THE VALIDITY, INTERPRETATION, VIOLATION, BREACH, OR TERMINATION OF THIS AGREEMENT. ARBITRATION UNDER THIS AGREEMENT WILL BE HELD IN CALIFORNIA AND IN ACCORDANCE WITH THE MOST RECENTLY EFFECTIVE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION PROCEEDING WILL BE DECIDED BY A SINGLE ARBITRATOR AND THE ARBITRATOR WILL DECIDE THE ARBITRATION PROCEEDING BY APPLYING THE LAWS AND LEGAL PRINCIPLES OF THE STATE OF CALIFORNIA AND THE FEDERAL LAWS OF THE UNITED STATES. THE LOSING PARTY WILL BE REQUIRED TO PAY THE PREVAILING PARTY'S REASONABLE ATTORNEYS' FEES. YOU AND EDIFIED AGREE THAT THE SITUS OF THIS AGREEMENT IS IN THE STATE OF WYOMING. YOU AND MY EDIFIED AGREE TO SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION OF ANY SUCH ARBITRATOR OR ARBITRATION PROCEEDING.
If any provision of this Agreement is found to be invalid or unenforceable for any reason whatsoever, the remaining provisions will remain valid and unimpaired and will continue in full force and effect.
You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless said waiver or consent is in writing and signed by the party to be charged.
Child Online Privacy Protection Act
The Website and the LMS is not directed to persons under the age of eighteen (18) and Edified will not knowingly collect personally identifiable information from children under the age of eighteen (18). If Edified inadvertently collects such personally identifiable information, Edified will delete the personally identifiable information in accordance with its security protocols.
Limitation On Actions
EDIFIED AND YOU BOTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE, THE LMS, OR ANY SERVICES PURCHASED THROUGH THE WEBSITE OR THE LMS MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.
Reservation of Rights
All rights not expressly granted herein are reserved to Edified.
Any notice required by this Agreement must be in writing, and must be mailed by certified mail with return receipt requested to:
- Edified, LLC
- 109 E. 17th Street, #4229
- Cheyenne, WY 82001
A copy of any such notice must be emailed to email@example.com, but email notice alone shall not comply with the notice requirements of this Agreement.
This Agreement is enforced by the Internet lawyers of Traverse Legal, PLC.