User Terms and License Agreement
Terms of Use and License Agreement
Last modified 10.31.23
This Terms of Use and License Agreement ("Agreement") is a binding agreement between you ("End User" or "you") and ALWAYS VISIBLE SIGNS, LLC, a Florida limited liability company doing business as LONE ARMADILLO LEARNING ("Company"). This Agreement governs your use of the Services, Content, and the learning management system provided and managed by Lone Armadillo Learning ("LMS") having been made available to you through your employer or other organization which has obtained a license to use the LMS (“Licensee”). The LMS is licensed, not sold, to you.
BY REGISTERING AN ACCOUNT AND USING OR OTHERWISE ACCESSING THE CONTENT, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (D) ACCEPT SOLE RESPONSIBILITY FOR YOUR ACTIONS IN CONNECTION WITH THE SERVICES AND CONTENT DELIVERED THROUGH THE LMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES, CONTENT, OR LMS.
1. License Grant. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to access and use certain services and the deliverables thereof as provided by Company (collectively, “Services”), certain features and materials accessible on or through the LMS (collectively, "Content"), and the LMS used to deliver such Services and Content, strictly in accordance with this Agreement.
2. License Restrictions. Your use of the Services, Content, and LMS is governed by this Agreement. During the Term of this Agreement and at all times thereafter, you shall not:
(a) Copy any portion of the Services, Content or LMS, except as expressly permitted by this license;
(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services, Content, or LMS;
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of any applicable portion of the Services, Content, or LMS or any part thereof;
(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any applicable portion of the Services, Content, or LMS including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any portion of the Services, Content, or LMS, or any features or functionality thereof, to any third party for any reason, including by making the Services, Content, or LMS available on a network where it is capable of being accessed by more than one device at any time; or
(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services, Content, or LMS.
3. Reservation of Rights. You acknowledge and agree that the Services, Content, and LMS are provided under license, and not sold, to you. You do not acquire any ownership interest in any of the Services, Content, or LMS under this Agreement, or any other rights thereto other than to use the Services, Content, and LMS in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its service providers reserve and shall retain, as applicable, their entire right, title, and interest in and to the Services, Content, and LMS, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
4. Collection and Use of Your Information. You acknowledge that when you download, install, or use the Services, Content, or LMS, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your device and about your use of the Services, Content, and/or LMS. You also may be required to provide certain information about yourself as a condition to accessing or using the Services, Content, and/or LMS or certain of its features or functionality, and the LMS may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this LMS is subject to our Privacy Policy (available on https://www.LoneArmadilloLearning.com). By downloading, installing, using, and providing information to or through this LMS, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
5. Content.
(a) Your access to and use of the Content are governed by this Agreement and the Privacy Policy, which is incorporated herein by this reference. Your access to, and use of, such Content may require you to acknowledge your acceptance of such Privacy Policy and/or to register with the LMS, and your failure to do so may restrict you from accessing or using certain of the Services, Content, or the LMS's features and functionality.
(b) You understand and acknowledge that the Company is not responsible for appropriateness, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of the Content provided through the LMS or otherwise through the Services. Therefore, you acknowledge that Company is not responsible for any adverse effects you may incur or experience as a direct or indirect result of the adequacy of the Content as described above, including without limitation your failure to qualify for, obtain, or retain any certification, license, permit, to affect the safety or compliance of any Authorized Users, or obtain any employment opportunity (including promotion of employment) or other professional advancement.
6. Updates. Company may from time to time in its sole discretion develop and/or provide updates to the Services, LMS, Content, or any Lone Armadillo processes or procedures, which may include upgrades, bug fixes, patches, other error corrections, the modification, addition, or removal of Content, changes to learning paths, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You agree that all Updates will be deemed part of the Services, LMS, or Content (as appropriate) and be subject to all terms and conditions of this Agreement.
7. Third-Party Materials. The LMS may display provide links to, or make available third-party content (including data, information, Content, and other products, services, and/or materials) or provide links to third-party websites, platforms, products, or services or advertisements for such third-party websites, platforms, products, or services ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. You acknowledge that you access and use any Third-Party Materials entirely at your own risk and subject to such third party's terms and conditions.
8. Term and Termination.
(a) The term of Agreement commences when you acknowledge your acceptance and will continue in effect until terminated as set forth in this Section 8.
(b) Company or Licensee may terminate your access to the Services, Content, and/or LMS at any time, which shall result in the termination of this Agreement.
(c) This Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
(d) Upon termination, all rights granted to you under this Agreement will also terminate, you will have no right to any certifications, records, or other output from the LMS or the Company, and you must cease all use of the Services, Content, and LMS; provided however that Sections 2, 3, 4, 5, 6, 7, 9, 10, 11, 17, and 18 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
(e) Termination for any reason as provided herein will not limit any of Company's rights or remedies at law or in equity, and we expressly reserve the right to seek injunctive relief to protect the Company’s intellectual property rights in the Services, LMS, and the Content included therein.
9. Disclaimer of Warranties. THE SERVICES, CONTENT, AND THE LMS ARE PROVIDED TO END USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, CONTENT, AND THE LMS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PROVISION OF THE SERVICES, CONTENT, OR LMS WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, PLATFORMS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. FURTHER, LONE ARMADILLO MAKES NO WARRANTY (i) AS TO THE USEFULNESS OF THE SERVICES OR MATERIALS, NOR ANY OF THE PRODUCTS AND SERVICES PROMOTED ON THE WEBSITE OR VIA LINKED WEBSITES OR OTHERWISE COMMUNICATED BY LONE ARMADILLO LEARNING; AS TO THE APPROPRIATENESS OF THE LMS CONTENT OR MATERIALS PROVIDED BY LONE ARMADILLO LEARNING OR ITS EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, OR VENDORS; (ii) AS TO THE QUALITY, ACCURACY, RELIABILITY, CURRENCY, PERFORMANCE, COMPLETENESS OR FITNESS FOR PURPOSE OF ANY PART OF THE SERVICES, CONTENT, OR THE LMS, AND OTHER INFORMATION COMMUNICATED BY LONE ARMADILLO LEARNING OR ITS EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, OR VENDORS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, LMS, OR THE CONTENT FOR:
(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, DAMAGES RELATING TO THE QUALITY OR COMPLETENESS OF THE CONTENT, THE AVAILABILITY, SELECTION, OR ASSIGNMENT OF ANY CONTENT, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY LICENSEE FOR YOUR INDIVIDUAL LICENSE TO USE THE SERVICES DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM AROSE.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
11. Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the Services or the LMS or your breach of this Agreement, including but not limited to the content you submit or make available through the LMS.
12. Name and Address: You acknowledge that you shall direct any questions, complaints, or claims with respect to the Services, Content, or LMS to Lone Armadillo Learning at 1576 Bella Cruz Drive #271, Lady Lake, FL 32159, Legal@LoneArmadilloLearning.com.
13. Third Party Terms of Agreement. You must comply with applicable third party terms of agreement when using the LMS as set forth in Exhibit A.
14. Legal Compliance; Export Regulation.
(a) You represent and warrant that you are not located in a country that is subject to a US government embargo, or that has been designated by the US government as a “terrorist supporting” country.
(b) You represent and warrant that you are not listed on any US government list of prohibited or restricted parties.
(c) The Services, Content, and LMS may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services, Content, or LMS to, or make the Services, Content, or LMS accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services, Content, or LMS available outside the US.
15. US Government Rights. The LMS is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the LMS as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
16. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
17. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services, Content, or LMS shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida, in each case located in Orange County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
18. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, CONTENT, OR THE LMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
19. Third Party Beneficiary. You acknowledge and agree that the Licensee and any Licensee’s subsidiaries are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, your Licensee will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
20. Entire Agreement. This Agreement and our Privacy Policy constitute the entire agreement between you and Company with respect to the Services, Content, and LMS and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services, Content, or LMS (as applicable).
21. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
EXHIBIT A
USE RESTRICTIONS
In addition to those conditions and restrictions on use as contained within the Agreement, Customer also agrees to the following with respect to the Services. Capitalized terms used but not defined in this document shall have the meanings set out in the Agreement. Except as expressly permitted by the terms of the Agreement, neither Customer nor its respective Authorized Users shall:
1. Share your log-in credentials or otherwise allow any person who is not an Authorized User to use or access the LMS or any LMS Content or otherwise bypass any security or authentication methods;
2. Copy, modify, adapt, translate, distribute, sub-license, market, lease, make available, resell, make derivative works of, disassemble, reverse compile or reverse engineer or otherwise reduce to human-perceivable form any part of the Services or the LMS or any intellectual property related thereto, including the recording of any of the content; attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Services or the LMS; or discover or disclose the source code, methods and concepts embodied therein, except as may be allowed by any applicable law notwithstanding contractual prohibition;
3. Store, distribute, post, upload or transmit any Customer Materials through the Services or the LMS that is or is reasonably perceived to be infringing, unlawful or in violation of any third-party privacy rights;
4. Access or allow anyone to access the LMS or the Services from an embargoed country, or allow access to the LMS or the Services to anyone included in the U.S. Commerce Department's Denied Persons List, Entry List, the U.S. Treasury Department's list of Specially Designated Nationals, or other similarly sanctioned individuals;
5. Introduce any virus, worm, malware, spyware, Trojan horse or other harmful or malicious code to the LMS;
6. Intentionally interfere with or disrupt the functionality, integrity, or performance of the LMS;
7. Access and use the Services or the LMS in order to:
a. build a product or service competitive with the Services or the LMS, or any portion thereof;
b. copy any ideas, features, functions or graphics of the Services or the LMS;
c. create any internet hyperlinks to Lone Armadillo Learning or any of its third party technology or service providers of “frame” or “mirror any content on any other server or wireless or internet-based device;
d. determine whether any substantial aspect of the Services or the LMS is within the scope of any patent;
e. provide or transmit any misleading or false names, addresses, email addresses, or other false or misleading information;
f. conduct security or vulnerability tests of the LMS or any portion of the Services, interfere with its operation or circumvent its access restrictions
g. participate in any financial or monetary fraud or other schemes, computer fraud or other computer crimes, or the funding, encouraging, or facilitating of any criminal activity or other illegal activities;
h. defame, discriminate against, stalk, threaten, abuse, harm, or harass anyone;
i. promote any products or services on social media platforms or other websites where such actions violate the terms of use or community guidelines of such platforms or websites;
8. Use the Services or the LMS for the purposes of direct marketing or promotion to anyone other than Authorized Users and their customers, to email any purchased, rented, or borrowed email lists, or to participate in any email solicitation, mass emailing, spamming, phishing, any other activity that violates the CAN-SPAM Act, or similar activities;
9. Suggest or state that Lone Armadillo or any of its affiliates, vendors, software or technology providers, or any representative or agent thereof endorses or supports the Customer Materials or any training or other course Customer is running;
10. Use the Services or the LMS to store or transmit:
a. personal data which could be considered to be special category data pursuant to the Data Protection Legislation, as defined by the GDPR,
b. any protected health data, as defined in the Health Insurance Portability and Accountability Act of 1996 as amended and supplemented;
c. financial information protected under the Gramm-Leach-Bliley Act;
d. credit card, debit card, banking and payment information, including information that is subject to Payment Card Industry Data Security Standards;
e. Customer Materials that could otherwise be subject to governmental regulation or may require security measures beyond those specified herein; or
f. the personal information of any third party for which you do not have permission of such third party to provide;
g. any third party’s copyrighted or trademarked content or trade secrets within such third party’s permission;
h. violent, pornographic, obscene, vulgar, or sexually explicit content in your form(s), as determined solely in our discretion;
11. Use any automated process or service (such as a bot, a spider, data scraping or extraction tool, or periodic caching of information stored in the LMS) to access or use the Services or the LMS;
12. Overload, flood, spam, or mail-bomb the Services; or otherwise use the Services in a manner that interferes with or creates an undue burden on the Services, including by using the Services to send unsolicited communications, promotions, advertisements, or spam;
13. Use the Platform for any illegal, unauthorized, or otherwise improper purposes.
You agree that we have the absolute and unconditional right to remove any information, content, or materials that we believe is being or has been used or offered in connection with any of the above prohibited purposes or activities, or that we believe may be construed by others as doing any of these things. In cases where we remove such information, content, or materials, we may at our sole discretion also disable your access to any past or future submissions.
If you make any content “public”, or set your account settings to allow the content to become public, or you don’t change a default setting that would allow a form, a table or other content that is generated as you use the Platform to be made public, you acknowledge and agree that the content will in fact be available to the public on our websites. By allowing such content to become public, you grant Lone Armadillo Learning and its technology and service providers a worldwide and fully sublicensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display such content on our websites.
Organizations or individuals who promote, encourage, or facilitate hate speech, violence, discrimination, either through their own content or through distribution of user generated content, are prohibited from using the Services or the LMS, regardless of whether the Service is used specifically for the prohibited activities. Violation of these standards may result in termination of your use of your use of the LMS and the Services.