Scope of These Terms of Service
- ITpreneurs works exclusively with EdCast Marketplace for the sale, fulfillment and operational support of ITpreneurs products and services - ‘items’. ITpreneurs ‘items’ therefore are only available for sale on EdCast Marketplace.
- When ordering items on EdCast Marketplace, please be aware that you are actually ordering from ITpreneurs. We have outsourced the contracting, fulfillment and operational support for products and services to EdCast Marketplace.
- When you are buying items from EdCast Marketplace, EdCast Marketplace terms of service apply to you. These terms of service govern the transaction and use of our items to you.
- Any additional terms relevant to engaging with ITpreneurs are defined in these specific terms of service.
- In case of any conflict between terms of service provided by EdCast Marketplace and these terms of service, the terms of this agreement prevail.
- In order to order or access specific items, you may be required to sign additional Agreements. These additional documents are required by regulatory bodies, such as Accreditation Organizations, Exam Institutes, IP owners or ITpreneurs. There are a few exceptions where products and services are sold outside of EdCast Marketplace. For example when you are purchasing a seat in a class that is organized by ITpreneurs. In those situations, the terms of this Agreement still apply but may be extended with additional terms.
The General use of ITpreneurs Items
- When you are buying items from ITpreneurs, and receiving licenses, there is no actual Intellectual Property being transferred to you. The Intellectual Property for all items resides exclusively with ITpreneurs or its partners. You receive limited use rights for these items that allow you to use the Intellectual Property for the delivery of training services.
- The items that you are buying from ITpreneurs are designed to be used for a training program for yourself or your customers. Therefore you may use the items only for the delivery of training services to yourself, your employees, or your customers. Unless otherwise agreed with us, this means you may not resell items and act as a distributor (to other training/consulting organizations).
- All ITpreneurs items are protected by copyright, trademark, and other laws and may not be used, published, copied, altered or imitated in whole or in part without a valid and specific written agreement with ITpreneurs to do so.
- ITpreneurs warrants that it holds all intellectual property rights in or sufficient licenses for the items it offers on EdCast Marketplace and that ITpreneurs is entitled to provide you the rights as set forth in this Agreement.
- The price that you see in the EdCast Marketplace is the price specific to you that has been agreed with your organization. EdCast Marketplace will be the only place where prices are visible to you and updated, subsequently this will be pricing as used in the transaction and invoice. You can determine your own pricing to your customer.
- Prices may change without notice. There may be various reasons for prices to change, for example, because of exchange rate fluctuations. If you have received a price quote - it will clearly mention the time validity of that quote.
- ITpreneurs grants you a non-exclusive, non-transferable license during the term of this agreement to use and reproduce the ITpreneurs trademarks and trade name solely to market ITpreneurs items.
- ITpreneurs maintains a trademark policy, which is available from the ITpreneurs website for you. You agree to use our trademarks as per our guidelines and use them without additions, omissions, and only in reference to the items that you are purchasing from us.
Terms Related to the use of Courseware Items
- One courseware license is valid for one unique individual, within the agreed validity term.
- You are required to purchase at least one courseware license for each participant in a class.
- Courseware items must be purchased prior to being used by you, unless expressly agreed in writing between the Parties.
- Unless additional rights are specifically granted to you, you may not modify, alter items, or imitate items in whole or in part. You may also not photocopy, scan or make copies in any other way of ITpreneurs courseware items.
Terms Related to Instructor Packages
- A valid instructor package may be required to allow your instructors to provide a training program. If such an instructor package is required, you or your instructor shall procure this from EdCast Marketplace for each instructor.
- Instructor Packages are valid up to a next major release of that instructor package. ITpreneurs at its sole discretion has the right to introduce new releases or updates of instructor packages.
Terms Related to Customizable Courseware
- ITpreneurs offers Customizable Courseware for selected titles. Customizable Courseware is only available as electronic content. ITpreneurs does not print and ship Customizable Courseware. This section sets out the conditions for Customizable Courseware.
- ITpreneurs perpetually retains the ownership and distribution rights for Customizable Courseware. In accordance with this license, ITpreneurs grants you a non-exclusive, non-transferable, non-assignable, without the right to sublicense, license to use Customizable Courseware as your own courseware.
- You can make copies of the Customizable Courseware under the doctrines of “fair use” and “fair dealing” and distribute Customizable Courseware only in relationship to training programs that are organized and delivered by you. You may distribute these copies as non-editable and digitally protected files, either as a digital e-book, or as a printed coursebook.
- You shall not provide access to editable digital copies of the Customizable Courseware to non-employees, and may not sell or advertise Customizable Courseware or elements of the Customizable Courseware to others.
- Customizable Courseware shall not be stored on any web servers for display on any website, blog, file sharing server or other electronic medium that is accessible for parties who are not your employees.
- Customizable Courseware may be modified or changed to meet your specific training and branding needs. You must respect the ITpreneurs copyright at all times.
- ITpreneurs shall terminate this perpetual license immediately for any material breach by Partner of the terms defined for the use of Customizable Courseware. In case of termination you returns any and all Customizable Courseware back to ITpreneurs and present proof that no electronic copies remain within your possession.
- You expressly agrees that the use of Customizable Courseware is at your sole risk and is presented ‘AS IS’. To the full extent permissible by applicable law, ITpreneurs disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for purpose. ITpreneurs does not warrant that the ITpreneurs Customizable Courseware is free of viruses or other harmful components. ITpreneurs will not be liable for any damages of any kind arising from the use of Customizable Courseware, including but not limited to direct, indirect, incidental, punitive, and consequential damages.
- Some Customizable Courseware items can be purchased with different terms. In such event this will be clearly indicated during the transaction.
Terms Related to Examination Services
- One exam license is valid for one unique individual, within the agreed validity term.
- At our request, you shall furnish all necessary information required to sign up and maintain relevant status with relevant Examination Institutes, Accreditation Bodies and/or Intellectual Property owner for the items you are eligible for buying from us.
- The product factsheet or accreditor fact sheet provided by ITpreneurs or downloadable from the ITpreneurs website contains specific requirements relevant for the organization or delivery of an exam session. It is your responsibility to read this information, and to also ensure that your facility, staff and resources are in compliance with these requirements.
- Using the EdCast Marketplace platform, you will share all required information relevant for scheduling an exam session in order for ITpreneurs to fulfill this service to you. Incomplete information provided by you or your participants could result in delays around scheduling and delivery of exams.
- Each exam has its own scheduling and delivery lead times. ITpreneurs recommends that exam scheduling requests be submitted to prior to the given lead times as provided in the delivery information on the ITpreneurs website. Late booking surcharges may be applied to exam scheduling requests submitted outside the lead time window.
- The personal information shared to schedule an exam for a student using the EdCast Marketplace platform will only be made available to the relevant Examination Institute or Accreditation Body where applicable and will not be shared with or sold to any Third Party. The student's examination results will only be made available to the organization booking the examination on behalf of the student or to the student directly.
Terms Related to Your Accreditation
- ITpreneurs provides accreditation management services to assist and facilitate you in achieving organizational or instructor accreditation with relevant accreditation bodies, or exam institutes.
- ITpreneurs does guarantee success in the accreditation process. The success of the accreditation process shall rely on your ability to successfully demonstrate compliance with all accreditation requirements and the final decision on the accreditation application will always reside with the accreditation body.
- ITpreneurs will provide to you information around accreditation requirements, and requirements to continue to maintain the relevant status as required by the relevant accreditation body.
- ITpreneurs may charge fees for application and management of the accreditation process as per the relevant accreditation services available in the EdCast Marketplace catalog.
- The responsibility to maintain the requirements to achieve accreditation, maintain accreditation or re-application of accreditation process resides with you.
- ITpreneurs may request to audit your organization, processes or the competencies of certain individuals in those cases where your accreditation is based on or associated with ITpreneurs accreditation. Such audits will be planned, scheduled and conducted as per the relevant accreditation body requirements.
- From time to time you can be requested to provide information, in order to maintain accreditation either by ITpreneurs, Accreditor or another organization tasked with certain responsibilities to ensure accreditation requirements are met.
- ITpreneurs warrants that all items shall be provided with reasonable skill and care. All other warranties are excluded to the extent that such can be excluded by law.
- Unless agreed otherwise in writing, ITpreneurs items have not been designed to meet individual preferences and requirements. Items are provided “as is” and ITpreneurs does not warrant that the items are error free. ITpreneurs hereby disclaims any and all liability on account thereof.
- ITpreneurs does not warrant that the services will be uninterrupted, or that services will meet any particular user requirements. ITpreneurs hereby disclaims any and all liability on account thereof.
- The items provided by ITpreneurs are developed following external syllabi and standards. The content of these syllabi or standards or changes to these assets may be done outside the control of ITpreneurs, and therefore we are not liable to them.
- You will be able to locate the release notes and latest version of the syllabus as part of the courseware items you purchased from us. We cannot guarantee that our items comply with latest versions of any external document or source, nor can partner demand any other versions of items other than shared with you through EdCast Marketplace can be provided to you.
Limitation of Liability
- In no event shall the total collective liability of ITpreneurs, its employees, directors, officers, agents or Third Party Provider or suppliers to you for any claim related to this Agreement, regardless of value or nature, exceed the total amount paid by you to ITpreneurs in the last 24 months hereunder or USD 20,000, whichever is lesser. ITpreneurs shall not be liable for consequential or punitive damages.
- The limitation set forth in this section shall not apply to damages that are directly attributable to either Party’s
- willful or reckless misconduct,
- breach of its confidentiality and,
- if and to the extent that such limitation is prohibited by applicable mandatory law, and
- indemnification obligations for Intellectual Property breaches as provided for in this Agreement.
- ITpreneurs will indemnify and defend you against any claim that the use or sale of one or more items infringes a valid patent, copyright, trade secret or other proprietary right. ITpreneurs will pay resulting costs, damages and reasonable attorneys’ fees finally awarded against you or agreed to in any settlement provided that:
- You promptly notify us of any such claim;
- ITpreneurs has sole control of the defense and all related settlement negotiations; and
- You cooperate in the defense and furnishes all related evidence in its control.
- If such a claim has occurred, or in ITpreneurs’ opinion is likely to occur, you shall permit ITpreneurs, at ITpreneurs’ option and expense, either
- to procure for you the right to continue using such items or;
- to replace or modify them so they become non-infringing. If neither of these alternatives is reasonably available, you shall return the infringing items upon request. ITpreneurs agrees to grant a credit for such returned items commencing with the date of acceptance.
- ITpreneurs shall have no liability or any indemnification obligation for any claim based upon:
- The use of items for which the vouchers have been expired;
- Modifications to one or more items if such modifications are not made by ITpreneurs or are made by ITpreneurs on behalf of your specifications or instructions.
- You hereby agrees to indemnify, defend and hold harmless ITpreneurs, ITpreneurs partner organizations, its employees, directors, officers, agents and Third Party Provider and suppliers from all claims, damages, losses, costs, expenses, demands, suits and actions (including without limitation attorneys’ fees, expenses and settlement costs) arising out of:
- Your breach of this Agreement;
- Your failure to comply with relevant laws and regulations;
- You making representations or warranties, which are not authorized by ITpreneurs hereunder;
- Your failure to receive approval from any industry association or industry consortium for use of such associations or consortium’s trademarks, trade names and service marks.
Term and Termination
- These terms of service are valid for as long as you have an Account with EdCast Marketplace. When your EdCast Marketplace Account is terminated, or access to ITpreneurs items are no longer available to you, it will automatically terminate these terms of service and any Agreement we have with you.
- Please be aware that even though this Agreement may live for a long time, your access to items on EdCast Marketplace may not. The additional Agreements that support this agreement may be bound to specific conditions such as a time bound condition. If such an Agreement expires, your access to these items also expire, and you may no longer be eligible to buying or using items in scope of that Agreement.
- This agreement may be terminated by either party by giving 30 days notice.
- This Agreement may be terminated for cause immediately by written notice upon the occurrence of any of the following events:
- By either party, if the other party ceases to do business, or otherwise terminates the business operations of the division or business group relevant to this Agreement;
- By either party, if the other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust, deed, creditors arrangement composition or comparable proceeding, or if any such proceeding is instituted against the other and not dismissed within thirty (30) days;
- By either party, if the other party breaches any material provision of this Agreement (including, without limitation, failure to pay any fees or other charges when due) and fails to fully cure such breach within thirty (30) days (ten (10) days in the case of failure to pay) of written notice describing the breach.
- In the event a third party provider, accreditor or other intellectual property owner terminates its relationship with ITpreneurs, ITpreneurs will inform you of such event. Any rights under this Agreement to purchase and distribute the affected items are automatically terminated as per the notice period and end date provided by the third party.
Effect of Termination
- The rights and obligations of the parties, which by their nature would be expected to survive termination, shall survive termination of the Agreement with ITpreneurs.
- Upon termination by either party, you shall forward to ITpreneurs any and all materials pursuant to the Agreement up to the effective date of termination, and any and all materials that are the property of ITpreneurs.Upon such termination by either Party, you shall return all Confidential Information to ITpreneurs. Each party will immediately cease use of the other party’s trademarks, trade names, service marks, or other designations and pay all outstanding debts to the other party within 10 days.
Other General Terms
- Changes to these terms. We may change these terms at any time and, if we make changes, we will take reasonable steps to let our you know about changes. You can also keep track of whether changes have been made to our terms by referring to the version and effective date available in the terms.
- Applicable Law. We control and operate ITpreneurs from the Netherlands. The Law of the Netherlands govern these terms, and you submit to the jurisdiction of the courts there for the resolution of any dispute between us.
- Relationship between the parties. Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and anyone else associated to you. Neither you nor us can bind each other in any way.
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