Trial Terms & Conditions

LICENSE GRANT.

  1. Subject to the terms and conditions of this Agreement, Subscriber is granted a non-exclusive, non-transferable license to use and access the online learning management technology (the “Services”) as set forth on the signature page.  The content and programs of the Services may be expanded, restricted, updated or otherwise changed by VAG in its sole discretion at any time.  The Services and products offered by VAG is the property of VAG and is protected by copyright and other laws relating to proprietary rights.  VAG retains all rights in its respective properties worldwide.  This Agreement does not convey or transfer any ownership rights in the Services or products offered by VAG and there are no implied rights. 
  2. Upon expiration or termination of the license set forth herein, Subscriber will delete any information relating to the Services from its computer(s), handheld devices and server(s) and return any written documents or training materials provided by VAG.  Subscriber agrees to provide VAG with a written statement, signed by an authorized representative, which certifies its compliance with the foregoing obligations. 

ACCESS.

  1. Following execution of this Agreement by VAG and Subscriber, VAG will enable the Services subscribed to herein.  Each subscription will be for the license term set forth on the signature page and may be longer if renewed (the “Term”).  The Services may only be used by authorized users.  For purposes of this Agreement, the authorized users can include any current employee, or independent contractor, of Subscriber who:  (i) is designated by Subscriber, and (ii) individually agrees to the terms and conditions of the terms of use required to be agreed to by users of the Services (the “Terms of Use”).   
  2. If a user designated by Subscriber does not agree to the Terms of Use as required, he or she will not be permitted to access the Services.  The parties acknowledge, however, that notwithstanding such authorized user’s acceptance of the Terms of Use upon access to the Services, the provisions of this Agreement sets forth the rights and obligations of the Subscriber and its authorized users. 
  3. Subscriber will not swap, share or reclaim user IDs under any circumstance.  Should VAG become aware of such misuse indicated in this Section 1(c), VAG reserves the right to disable the user ID(s) and terminate all use of the Services and products by the user(s). 

SUBSCRIBER RESPONSIBILITIES.

Subscriber is responsible for (1) installing and maintaining all equipment and software necessary to access the Services and products provided by VAG and (2) paying any fees or charges payable to Internet access providers or other services used to access the Services and products.  Subscriber agrees to comply with all applicable laws and regulations, including, but not limited to, those related to privacy, copyright, trademark, other intellectual property rights, data privacy, communications, defamation, trade regulations and all tax laws and regulations.

LIMITATIONS ON USE.

Subscriber’s use of the Services is expressly subject to the restrictions set forth herein. If VAG detects or becomes aware of any failure to comply with any of these restrictions, it may terminate Subscriber’s access to the Services immediately without refund.

  1. Subscriber may not reproduce, retransmit, distribute, disseminate, sell, license, sublicense, lease, publish, broadcast or circulate any content or other materials accessed through the Services, except in accordance with the fair use doctrine under the copyright laws of the United States; 
  2. Subscriber agrees not to deposit or upload any materials other than those used directly by you for the purposes contemplated by this Agreement; 
  3. Subscriber shall not use the Service to post any content that is obscene, pornographic, excessively violent, harassing, or otherwise objectionable; defamatory, libelous, threatening or harassing; 
  4. Subscriber shall not post any content that violates any privacy rights, copyrights, trademarks, patents, or other intellectual property rights of others; Subscriber shall not introduce viruses, worms or other harmful code.  

INDEMNIFICATION.

SUBSCRIBER SHALL DEFEND, INDEMNIFY AND HOLD VAG AND ITS AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS, AND SUPPLIERS (EACH, AN “INDEMNITEE” AND COLLECTIVELY, THE “INDEMNITEES”) HARMLESS AGAINST ANY CLAIMS, LIABILITIES, CAUSES OF ACTIONS, LOSSES, DAMAGES, JUDGMENTS, COSTS AND FEES (INCLUDING ATTORNEY’S FEES AND DISBURSEMENTS) THAT  AN INDEMNITEE MAY HEREAFTER INCUR, SUFFER, OR BE REQUIRED TO PAY, DEFEND, SETTLE, OR SATISFY AS A RESULT OF (I) THE WILLFUL, FRAUDULENT, OR GROSSLY NEGLIGENT ACTS OR OMISSIONS OF SUBSCRIBER, (II) SUBSCRIBER’S USE OF THE SERVICE OR ANY INFORMATION CONTAINED THEREIN, AND (III) SUBSCRIBER’S MATERIAL BREACH OF ANY REPRESENTATION, WARRANTY, OR OBLIGATION OF SUBSCRIBER SET FORTH HEREIN.

DISCLAIMERS.

THE SERVICES, PRODUCTS AND THE CONTENT ARE BEING PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND.  VAG, ITS AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS, AND SUPPLIERS EXPRESSLY DISCLAIM ANY SUCH WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM INFRINGEMENT OR FREEDOM FROM VIRUSES. VAG DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES AND PRODUCTS WILL BE ERROR FREE OR WITHOUT INTERRUPTION. ALL LIABILITY WITH RESPECT TO THE ACCURACY, RELIABILITY AND/OR QUALITY OF THIRD PARTY CONTENT SHALL REMAIN WITH THE RESPECTIVE CONTENT PROVIDER, AND SUBSCRIBER SHALL HAVE NO REMEDY AGAINST VAG WITH RESPECT TO THE SAME.LIMITATION ON LIABILITY.  IN NO EVENT SHALL VAG, ITS AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS, SUPPLIERS BE LIABLE TO SUBSCRIBER, OR ANYONE CLAIMING THROUGH SUBSCRIBER, FOR (1) INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR (2) ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH SUBSCRIBER’S USAGE OF THE SERVICES, PRODUCTS OR THE PERFORMANCE OR NON-PERFORMANCE OF THE SAME OR THE CONTENT ACCESSIBLE THROUGH THE SERVICES, EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAD BEEN FORESEEABLE. Some states do not allow the limitations on liability and implied warranties set forth above. Accordingly, not all of the limitations set forth in this section may apply to Subscriber. 

Notices

All notices required or permitted under this Agreement must be in writing, must reference this Agreement and will be deemed given when deposited in any United States postal facility, with sufficient postage affixed, for delivery by registered or certified mail, return receipt requested, and addressed to the party’s address set forth on the signature page.  All communications must be sent to the contact information set forth on the signature page hereto or to such other contact information as may be designated by a party by giving written notice to the other party pursuant to this Section (Notices).

Force Majeure

VAG shall not be liable for, nor shall VAG be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of the elements, fire, natural disaster, acts of God or other causes beyond its reasonable control.

MISCELLANEOUS.

This Agreement and the parties’ obligations hereunder will be governed by the laws of the State of Texas, without giving effect to the conflict of laws provisions thereof.  Subscriber shall not assign this Agreement or any of its rights or obligations hereunder in whole or in part, whether by operation of law or otherwise, without the advance, written consent of VAG.  Any purported transfer or assignment in violation of this Section shall be null and void and of no force and effect.  No waiver or modification of this Agreement will be valid or binding unless in writing and signed by both parties and no waiver of any breach or default will be deemed to be a waiver of any preceding or subsequent breach or default.  In the event any of the provisions of this Agreement is found to be invalid or unenforceable, the remaining provisions shall not be deemed impaired and a similar, enforceable provision shall be substituted in the place of the invalid or unenforceable one.

SUBSCRIBER ACKNOWLEDGES THAT HE/SHE UNDERSTANDS, ACCEPTS AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ALL OF THE TERMS AND CONDITIONS SET FORTH ON TERMS AND CONDITIONS HERETO. SUBSCRIBER AGREES BY CONTINUING THAT THEY ARE AUTHORIZED TO MAKE THIS COMMITMENT FOR THEIR COMPANY.