Website User Agreement
Effective Date: November 5, 2016
Date of Most Recent Revision: November 5, 2016
This Website (defined below) is provided by Trailhead Health LLC (referred to hereinafter as “Trailhead” or “we” (including objective “us” and possessive “our”)). These “Terms and Conditions of Website Use” (“Agreement”) constitute the Agreement between you, the end user (“User,” or “you,” including possessive “your,”), and Trailhead in regard to your use of the Website, regardless of the manner in which you access or use the Website. Under this Agreement, the term “Website” means the website and all webpages located by the TrailheadHealth.com Internet domain address and all features, applications, content (including all text, graphics, photographs, and video), and downloads that are operated by Trailhead on this Website, and that are available through this Website, and that interact with or link to this Agreement.
If you want to use the Website, you must carefully read this Agreement, because it constitutes a written contract between you and Trailhead and it affects your legal rights and obligations. Each time you access and/or use the Website, you agree to be bound by and comply with all the terms and conditions of this Agreement: landing on our homepage constitutes your affirmative consent that you will comply with and be bound by the terms of this Agreement. In addition, if you become a Subscriber (defined below), you will be required to indicate your ongoing consent to the terms of this Agreement by clicking on a consent button prior to submitting your subscription request. Therefore, do not use the Website if you do not agree to all of the terms of this Agreement.
Also, please note that Trailhead reserves the right to modify, change, amend, update, or supplement the terms and conditions of this Agreement at any time; and while we may indicate the effective date of the most recent update of this Agreement on the Website, Trailhead reserves the right to modify, change, amend, update, or supplement the terms and conditions of this Agreement update without advance notice to Users of the Website. Therefore, we recommend that you review this Agreement from time to time to determine if changes have been made to this Agreement.
Trailhead is dedicated to facilitating natural health freedom by providing information about holistic and alternative health therapies to promote general health and/or as direct methods for dealing with serious illnesses, by providing a platform for practitioners of natural and alternative health and wellness therapies to advertise and illuminate their services, and by providing an online meeting place where people seeking natural and alternative health and wellness therapies can connect with dedicated practitioners of natural, holistic, and alternative health care modalities.
Trailhead desires to make you aware that many holistic, alternative, and natural medicine practices, while being used safely and effectively in the United States and throughout the world, are not recognized by traditional medical practitioners in the United States and may meet with disapproval from federal, state, or local authorities, licensed medical doctors and nurses and other health care practitioners, health insurance companies, and medical licensing boards. Please know that many holistic, alternative, and natural medicine practices are not regulated by the Food and Drug Administration or by other state or federal agencies.
Having acknowledged that background, Trailhead declares that it is dedicated to advancing the recognition of natural, alternative, and holistic health care therapies which are conducive to sanative, salutary, healthy living and physical, emotional, and spiritual well-being.
1. WEBSITE USERS.
A. User Categories.
The Website provides Content (defined in Section 2 below) for the following different types of Users, and this Agreement applies to each category.
In all categories below, if you are a minor, you may not use this Website unless you do so under the immediate supervision of a parent, guardian, or other responsible adult. If you use this Website, you are making an affirmative representation either that you are eighteen years of age (born in 1997 or earlier) or that you are using this Website under the immediate supervision of a parent, guardian, or other responsible adult.
The Website welcomes all visitors. “Visitors”
to the Website are defined as persons who use the Website without registering and creating an account. Visitors may access limited Content (see Section 2) and may engage in limited activities on the Website. Visitors may use the Website free of charge to research information on diseases and on therapeutic modalities. Visitors may also use the Website to look up Practitioners (defined below), and Clinics (defined below).
A Visitor who registers and creates an account profile on the Website becomes a “Subscriber.”
In addition to being able to access the Content available to Visitors, Subscribers may send secure messages both to Practitioners and to Trailhead. Additional Content and features are available to Subscribers for specific fees at various Subscription Levels, which are delineated on our Subscriptions page. The term Subscriber applies to all of the following User categories: -
Individual providers of natural, alternative, and holistic health care services are referred to on the Website as “Practitioners.”
Two types of Subscriptions are available to Practitioners. A “Social Subscription”
allows a Practitioner to create a personal bio page, to post information on the Website, and to exchange secure messages with Subscribers. A “Certified Subscription”
allows Practitioners to access all the features of the Social Subscription, but also to set up “Events,”
which are online or in-person gatherings at which Practitioners may provide information, or participate in bids for work to have the opportunity to work with local facilities which may be looking to hire certain Practitioners. More information about the features of Subscription Levels available to Practitioners, and corresponding fees, are delineated on our Subscriptions page.
(b) Multi-Practitioner Clinics (“MPCs”).
An MPC may create a “Business page”
to showcase each Practitioner associated with the MPC. An MPC and each Practitioner associated with the MPC, either on an employee or independent contractor basis, are required to register for a Certified Subscription and to complete the Trailhead Certification process detailed below and on our Subscriptions page.
(c) Integrated Care Clinics (“ICCs”).
An ICC provides the same functionalities as an MPC but has, as its associates or employees, both Medical Doctors and Practitioners, and an ICC supports the integrated combination of holistic therapy and traditional medicine as practiced by Medical Doctors. ICCs are required to register for a Certified Subscription and to complete the Trailhead Certification process detailed below and on our Subscriptions page.
(d) Hiring Facilities.
A “Hiring Facility”
is an institution which can use the Website to contact and hire Practitioners to work onsite with their patients or residents. Other Website features available to Hiring Facilities are detailed on our Subscriptions page.
The term “School”
refers to an educational institution and/or a training center for a particular natural, alternative, and holistic health care therapy, or for multiple therapies. Schools may advertise on the Website, post information, and they may add bio pages for their individual faculty members. Other Website features available to Schools are detailed on our Subscriptions page.
The term “Vendor”
refers to an individual or entity which provides goods or services in support of natural, alternative, and holistic health care therapies. Vendors may advertise their goods or services on the Website. Other Website features available to Vendors are detailed on our Subscriptions page.
B. Background Checks
Trailhead conducts background checks on every Subscriber to the Website. By registering for a Subscription, you consent, without any limitation whatsoever, to be the subject of any number of background checks, including educational and training verifications, which Trailhead, in its sole discretion, determines to be necessary at any time in your case. Trailhead reserves the unlimited and absolute right to deny or suspend Subscriber status to or for anyone in Trailhead’s sole discretion. If Trailhead denies or suspends Subscriber status, Trailhead may, but is not obligated to, provide an applicant for Subscription with an opportunity to respond to such denial or suspension; however, if Trailhead refuses, for any reason in its sole discretion, to grant or reinstate Subscriber status after an applicant has responded to a denial or suspension of Subscriber status, such refusal shall not be a breach of this Agreement, and Trailhead shall not incur any liability for any losses or damages which result from a denial or suspension of Subscriber status to or for any person or entity for any reason. All information, records, and reports from all background checks shall be considered confidential information of Trailhead.
C. Trailhead Certification.
The term “Certified,” when used by Trailhead in connection with a Practitioner, MPC, or ICC, carries the following limited and specific definition: “Certified” means that Trailhead has made an inquiry with a third party, which third party may be an educational institution or a training center, to verify that a particular Practitioner, MPC, or ICC is properly trained and qualified to practice a specific specialty, and/or that a particular Practitioner, MPC, or ICC has the professional licensing and/or training that it claims to have. The term “Certified” does not mean that Trailhead endorses, approves, vouches for, guarantees, insures, or underwrites any particular Practitioner, MPC, or ICC. TRAILHEAD MAKES NO REPRESENTATION OR CLAIM THAT ITS CERTIFICATION PROCESS WILL BE ERROR-FREE, AND, ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT THE TERM “CERTIFIED” DOES NOT MEAN THAT TRAILHEAD ENDORSES, APPROVES, INSURES, OR GUARANTEES THAT THE SERVICES PROVIDED BY A “CERTIFIED” PRACTITIONER, MPC, OR ICC WILL BE ERROR-FREE OR SUCCESSFUL IN YOUR CIRCUMSTANCES OR BENEFICIAL TO YOU. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT TRAILHEAD SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SERVICES PROVICED BY A “CERTIFIED” PRACTITIONER, MPC, OR ICC AND THAT UNDER THIS AGREEMENT YOU ASSUME ALL RISK WHEN YOU ENGAGE THE SERVICES OF A PRACTITIONER, MPC, OR ICC, WHETHER CERTIFIED OR NOT CERTIFIED.
The Website contains, or may contain, a variety of materials and other items relating to Trailhead and its products and services, and similar items from our licensors, network members, and other third parties. All content on this Website, including, but not limited to, all layout, information, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Website, and the compilation, assembly, and arrangement of the materials of the Website and any and all copyrightable material (including source and object code), trademarks, logos, trade names, service marks, company names, and trade identities of various parties, including those owned by Trailhead (including TRAILHEAD and the Trailhead Logo) and those owned by third parties and licensed to Trailhead for use on the Website (collectively, “Trademarks”
), and other forms of intellectual property are defined collectively as “Content,”
which term includes all of the foregoing.
The Website (including any past, present, and future versions) and the Content are either owned by Trailhead or controlled by Trailhead through licenses granted to Trailhead by its licensors. All right, title, and interest in and to the Content available via the Website is the property of Trailhead or of its licensors, and is protected by U.S. federal copyright, trademark, patent, and trade secrets laws and by other federal and state intellectual property and unfair competition laws. In addition to Trailhead’s copyright ownership of the Content, Trailhead owns a copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Website. “Intellectual Property Rights,”
as used in this Agreement, means any and all rights belonging to Trailhead and existing under patent law, copyright law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide, in any intellectual property, which includes, but is not limited to, patentable inventions, ideas, and processes, trade secrets, trademarks, trade names, copyrightable works, and any confidential information. As between you and Trailhead, Trailhead retains all its respective titles, interests, and ownership in the Website and the Content, and you understand and acknowledge that neither you nor any other User acquires any ownership in any Intellectual Property Rights regarding the Website or the Content under this Agreement.
C. Limited License Granted to You.
Subject to your strict compliance with this Agreement, Trailhead grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license (the “Limited License”
) to do the following:
(1) download (for temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding source and object code in any form, other than as made available to access and use via a standard web browser to enable display) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, an “Internet Access Device”) for your personal, non-commercial use only; and
(2) use certain Content that we may make available on the Website explicitly for you for use as part of your User-Generated Content (defined below), which Content is defined hereinafter as “Trailhead Licensed Elements,” but your use of the Trailhead Licensed Elements must be restricted to only such purposes as may be explicitly stated at the time that the Trailhead Licensed Elements are made available on the Website.
The foregoing Limited License does not give you any ownership of, or any other intellectual property interest in, any Content, and Trailhead reserves the right to suspend or terminate, at any time and for any reason, your Limited License without any advance notice to you, and without any liability. This Agreement includes only narrow, limited grants of rights to Content and to use and access the Website. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Trailhead. Any unauthorized use of any Content or the Website for any purpose is strictly prohibited.
D. Rights of Others.
In using the Website, you must respect the rights of others. Your unauthorized use of Content may violate rights owned by Trailhead or its licensors, and/or your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws. If you make unauthorized use of Content owned by Trailhead or its licensors or of materials owned by a third party, your use may result not only in the termination or suspension of your Subscription, but also in personal liability for you, as well as potential criminal liability.
E. Third-Party Websites.
The Website may provide links to other websites operated by third parties who are not related to, affiliated with, or endorsed by Trailhead. Because Trailhead has no control over such third-party websites, you understand and acknowledge that Trailhead is not responsible for the availability of such websites and bears no responsibility or liability whatsoever for any content, advertising, services, products, or other materials on or available from such websites. Accordingly, you acknowledge and agree that Trailhead shall have no responsibility or liability, directly or indirectly, for any damage or loss suffered by you and caused directly or indirectly by such third-party websites. Further, you understand, acknowledge, and agree that this Agreement does not apply to third-party websites and that your use of such websites is subject to the terms and conditions and policies of the owner or owners of such third-party websites.
3. USER-GENERATED CONTENT: CONTENT YOU SUBMIT.
A. Your Ownership of User-Generated Content.
Trailhead may provide Subscribers to the Website the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Website (collectively, “submit”
) messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, articles, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, “User-Generated Content”
). Subject to the rights and license you grant to Trailhead in this Agreement (see below), you retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content. You understand and acknowledge that Trailhead has no obligation to monitor or enforce your intellectual property rights to your User-Generated Content.
B. Your User-Generated Content Is Not Confidential.
You may have the right to share your User-Generated Content with other Users of the Website whom you select, in accordance with the available privacy settings on the Website or with other features that Trailhead makes available. The sharing of User-Generated Content may be one of the purposes of the Website as it is developed by Trailhead, but you understand and acknowledge that Trailhead is under no obligation to provide opportunities for you to generate and share User-Generated Content on the Website. However, please be aware that if you create and submit User-Generated Content, your User-Generated Content will not be private or confidential unless your privacy is affirmatively indicated by Trailhead (as when, for example, you send a secure message to a Subscriber or to Trailhead). In all other circumstances, you acknowledge that you do not have a right of privacy in regard to your User-Generated Content.
Under this Agreement, you acknowledge that your User-Generated Content is non-confidential, unless Trailhead provides you, in advance, with affirmative confirmation that your privacy will be secure. Further, you acknowledge that the Internet may be subject to breaches of security and that you are aware that submissions of User-Generated Content may not be secure, and you will therefore undertake to refrain from including any PII in your User-Generated Content.
C. The License You Grant to Trailhead Regarding Your User-Generated Content.
You hereby grant to Trailhead a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense, display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise exploit in any manner whatsoever, all or any portion of your User-Generated Content for any purpose whatsoever, in all formats, on or through any media, software, formula, or medium now known or yet to be developed in the future, and with any technology or devices now known or yet to be developed in the future. Without limitation, the rights you are granting to Trailhead extend to any personal stories or testimonials that you share as User-Generated Content, including the rights to:
(1) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and combine your User-Generated Content with other materials; remove such User-Generated Content and combine same with other materials; and
(2) feature, emphasize, or make conspicuous any User-Generated Content in Trailhead’s sole discretion; and
(3) use any ideas, concepts, know-how, or techniques contained in your User-Generated Content for any purposes whatsoever, including developing, manufacturing, and marketing products and/or services; and
(3) manage and/or remove your User-Generated Content from the Website;
(4) refrain from making any use of your User-Generated Content.
In order to further effect the rights and license that you grant to Trailhead to your User-Generated Content, you hereby waive any moral rights (including right of attribution and right of preservation of the integrity of your User-Generated Content) that you may have in any User-Generated Content, even if it is altered or changed by Trailhead in a manner not agreeable to you. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section because, you understand and acknowledge, you are granting this license to your User-Generated Content as a pre-condition to your use of the Website.
Further, you understand and acknowledge that the license you are granting to Trailhead is perpetual and will continue in full force and effect even if you remove your User-Generated Content from the Website.
D. Trailhead’s Exclusive Right to Manage All User-Generated Content.
Trailhead may, but has no obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User-Generated Content, and Trailhead may, in its sole discretion, delete, move, re-format, remove or refuse to post or otherwise make use of your User-Generated Content without notice to you and without any liability to you or any third party. Trailhead reserves the right to treat User-Generated Content on the Website as content stored at the direction of Users for which Trailhead will not exercise any control except to block or remove content that comes to Trailhead's attention and is offensive, obscene, lewd, lascivious, salacious, violent, harassing, threatening, abusive, infringing, illegal or otherwise objectionable either under a community standard or in Trailhead’s sole discretion and judgment; or, to enforce the rights of third parties or the content restrictions set forth in other provisions of this Agreement, when notice of a violation comes to Trailhead’s attention. You understand and acknowledge that Trailhead has no obligation to post, display, maintain, store, access, cache, or archive your User-Generated Content for any period of time.
E. Trailhead’s Enforcement Rights in User-Generated Content.
You grant Trailhead the right to protect and enforce its licensed rights to your User-Generated Content, including the right to bring and control enforcement actions in your name and on your behalf at Trailhead’s cost and expense, and to initiate such enforcement action without consulting you ahead of time. You hereby consent and irrevocably appoint Trailhead as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest, for the enforcement of Trailhead’s licensed rights to your User-Generated Content.
F. Your Representations and Warranties for Your User-Generated Content.
Each time you submit any User-Generated Content, you represent and warrant the following:
(1) that you are either over the age of eighteen or that you are over the age of thirteen and have obtain the consent of your parent or guardian; and
(2) you are the sole author and owner of the intellectual property and other rights to the User-Generated Content, or you have a lawful right to submit the User-Generated Content and grant Trailhead the rights to it that you are granting by this Agreement; and
(3) the User-Generated Content is accurate; and
(4) the User-Generated Content is not offensive, obscene, lewd, lascivious, salacious, violent, harassing, threatening, abusive, illegal, injurious, harmful to any other person, or otherwise objectionable; and
(5) the User-Generated Content does not and will not infringe any intellectual property or other right of any third party; and
(6) the User-Generated Content will not violate this Agreement.
G. Trailhead’s Right to Use Non-Personally Identifiable Data.
You understand, agree, and acknowledge that Trailhead may aggregate non-personally identifiable information and demographic data regarding Users, including you, and their behavior on the Website and their activities in regard to the Website and the Content (“Non-PII Data”
). Trailhead may use and retain this Non-PII Data for any purpose, including but not limited to improving or modifying the Website, without any compensation or royalty owed to you or to any other User.
4. USER CONDUCT ON THE WEBSITE.
You hereby understand, acknowledge, and agree that you will not do any of the following: alter, modify, edit, amend, abridge, add to, delete from, adapt, repackage, or change any of the Content or the Website in whole or in part; and/or remove any notices of copyright, any watermarking, or any other proprietary notices or language referring to Trailhead’s ownership of the Content and the Website; and/or copy, reproduce, publish, distribute, or redistribute any of the Content, in whole or in part, to any person who is not an authorized User of the Website; and/or attempt to sell, resell, lend, lease, license, sublicense, assign, or otherwise transfer or attempt to transfer the Content, the Website, any rights granted under this Agreement, or any intellectual property rights owned by Trailhead to any other person or entity; and/or provide any other person or entity access to the Website by means of your username and/or your password; and/or attempt to lend, lease, license, sublicense, transfer, assign, sell, or resell your username(s) and password(s) to any other person or entity; and/or decompile, disassemble, translate or reverse engineer any portion of the Website or the Content, or otherwise discover or duplicate any technology, routines, computer software, algorithms, methods or underlying ideas or design or user interface techniques included in any portion of the Website or the Content; and/or monitor, gather, copy, or distribute such Content (except as may be a result of standard search engine or activity or use of a standard Internet browser) on the Website by using any robot, rover, “bot,” spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; and/or frame or use framing techniques to enclose any Content (including any images, text, or page layout) and display any Content within the frame on another website; and/or insert any code or product to manipulate Content in any way that affects, adversely or otherwise any other User’s experience with the Website; and/or make or attempt to make any commercial use or exploitation of the Website or any of the Content; and/or circumvent, disable or otherwise interfere with the security features of the Website or the Content, or any features that prevent or restrict use or copying of any Content or enforce limitations on use of the Content; and/or collect or harvest any PII, including usernames and passwords, from the Website; and/or create multiple accounts by manual or automated means or under false or fraudulent pretenses; and/or create or transmit unwanted electronic communications or “spam” to other Users of the Website; and/or transmit any viruses, worms, defects, Trojan horses or other code sequence or routines of a destructive nature on the Website; and/or use the Website or the Content to violate the security of any computer network, to crack passwords or security encryption codes, or to transfer or store illegal material; and/or use any metatags or any other “hidden text” utilizing any Trailhead trademarks and/or use any device, software or routine that interferes with the proper working of the Website or the Content; and/or claim the Website or any of the Content as your property, your creation, or your work of authorship, in whole or in part; and/or contest or dispute Trailhead’s ownership of all intellectual property rights in the Website and the Content; and/or use the Content after the termination date of your account; and/or fail at any time to provide true, accurate, complete, and current account registration data and information; and/or engage in any activities through or in connection with the Website that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, salacious, injurious, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Trailhead; and/or use the Website and/or the Content, in whole or in part, in any manner not authorized by this Agreement.
YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT ANY VIOLATION OF THE FOREGOING PROVISIONS MAY, IN TRAILHEAD’S SOLE DISCRETION AND JUDGMENT, SUBJECT YOU TO THE IMMEDIATE SUSPENSION OR TERMINATION OF YOUR ACCOUNT, AND MAY SUBJECT YOU TO CRIMINAL LIABILITY AND/OR LIABILITY FOR DAMAGES, COSTS, EXPENSES, OR FEES (INCLUDING ATTORNEY’S FEES) INCURRED BY TRAILHEAD IN ENFORCING ITS RIGHTS AGAINST YOU UNDER THIS AGREEMENT.
5. SUBSCRIBER ACCOUNTS.
B. Usernames and Passwords.
When you become a Subscriber, you will select your own password at the time of registration (or we may send you an email notification with a randomly generated initial password) and you agree to the following:
(1) You will not use a username (or e-mail address) that is already being used by someone else, that may impersonate another person, that belongs to another person, that violates the intellectual property rights or other right of any person or entity, or that is offensive (Trailhead may reject the use of any password, username, or email address for any reason in our sole discretion); and
(2) You will provide accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete for as long as you use the features to which the registration relates; and
(3) You are solely responsible for all activities that occur on the Website under your account, password, and username, including all activities conducted by any person who is under your employment or acting under your supervision and to whom you have delegated limited responsibility for undertaking certain tasks for you in regard to the Website (a “Delegate”) whether or not you specifically authorize the activity of such Delegate or any such other person (except to the extent that any activity occurs due to unauthorized use of your password and username by another person or entity); and
(4) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your computer, phone, pad, tablet, or other Internet Access Device, so that others may not access any password protected portion of the Website using your name, username, or password; and
(5) You will immediately notify Trailhead of any unauthorized use of your account, password, or username, or any other breach of security; and
(6) You will not sell, transfer, or assign your account or any account rights.
Trailhead shall have no liability for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
C. Termination of Your Account.
If any information that you provide as part of your account registration is false, inaccurate, outdated, incomplete, or violates this Agreement, or any legal requirement or state or federal law, then Trailhead may suspend or terminate your account in its sole discretion. Trailhead also reserves the general right to terminate your account or suspend or otherwise deny you access to it or its benefits - all in our sole discretion, for any reason, and without advance notice to you or any liability.
D. Website Access Charges.
Trailhead reserves the right, upon reasonable notice, to charge for access to some or all of the Website, charge for access to premium functionality or Content on some or all of the Website. Trailhead further retains the right to change the terms and conditions for accessing the Website or portions of the Website; and the right to restrict access to the Website or portions of the Website, in whole or in part, based on any lawful eligibility requirements Trailhead may elect to impose (e.g., geographic or demographic limitations). Trailhead may modify, revalue, increase, or decrease fees due from Subscribers for various Content features on the Website at its sole discretion without advance notice or liability. Unless otherwise stated in this Agreement, in the event that Trailhead terminates or changes the Website, a portion of the Website, Content, or functionality associated with a Subscription in a way that materially diminishes the value of your Subscription, then Trailhead will provide you with either of the following at Trailhead’s sole discretion: a pro rata
refund of your unused Subscription corresponding to the value of the diminished features or portion of the terminated or changed Website, or an online credit for future redemption of comparable value corresponding to the value of the diminished features or portion of the terminated or changed Website. The valuation of the pro rata
refund or credit will be determined in Trailhead’s good faith business judgment, which determination will be final. The provision of a pro rata refund or credit will be your sole and exclusive remedy with respect to Trailhead’s termination or change of the Website in a way that materially diminishes the value of any Subscription.
E. Your Use of an Internet Access Device and Third-Party Components.
You understand and agree that your use of any Internet Access Device and/or all third-party hardware, software, services, telecommunication services (including Internet connectivity), or other items used by you to access the Website (“Third-Party Components”
) are the sole and exclusive responsibility of you alone, including all costs of your use of such Third-Party Components, and that Trailhead has no responsibility for such third-party components, services, or your relationships with such third parties. You agree that you shall at all times comply with the lawful terms and conditions of your agreements with such third parties. Trailhead does not represent or warrant that the Website and the Content are compatible with any specific third-party hardware or software or any other Third-Party Components. You are responsible for providing and maintaining an operating environment as reasonably necessary to accommodate and access the Website.
F. Wireless Features.
The Website may offer certain features and services that are available to you via your wireless Internet Access Device. These features and services may include the ability to access the Website’s features and upload content to the Website, receive messages from the Website, and download applications to your wireless Internet Access Device (collectively, “Wireless Features”
). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Internet Access Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier directly with questions regarding these issues. You understand and acknowledge that Trailhead has no responsibility or liability for your ability or inability to access or take advantage of any Wireless Features due to your carrier, your phone service plan, your Internet Access Device, or any other Third Party Component.
6. REPORTING INTELLECTUAL PROPERTY INFRINGEMENT.
A. DMCA Notice for Copyright Infringement.
Trailhead will respond appropriately to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that the copyright in that work has been infringed by an improper posting of it as part of User-Generated Content on the Website, then you may send us a written notice, which notice must include all of the following:
(1) a subject line that says: “DMCA Copyright Infringement Notice”; and
(2) a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works; and
(3) a description of the location of the infringing material on the Website; and
(4) your full name, address, telephone number, and e-mail address; and
(5) a statement by you that you have a good faith belief that use of the allegedly infringing material in the manner complained of is not authorized by the copyright owner; and
(6) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner); and,
(7) your physical signature or, if sent within an email (rather than in a physical document or a digital document attached to an email), the characters “//s//” followed by your full typed name, which will serve as your electronic signature.
Trailhead may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and Trailhead may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.
Trailhead will only respond to DMCA Notices that it receives by mail, e-mail or facsimile at the addresses below:
By Mail: [insert address]
By E-Mail: email@example.com
We may send the information that you provide in your DMCA Notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.
Without limiting Trailhead’s other rights, Trailhead may, in appropriate circumstances, terminate a repeat infringer’s access to the Website and any other website owned or operated by Trailhead.
B. DMCA Counter-Notification regarding Copyright Infringement.
If access on the Website to a work that you submitted to Trailhead is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:
(1) a subject line that says: “DMCA Counter-Notification”; and
(2) a description of the material that has been removed or to which access has been disabled and the location at which the material appeared on the Website before it was removed or disabled; and
(3) a statement made under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and
(4) your full name, address, telephone number, e-mail address, and the username of your account; and
(5) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the District of Minnesota), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and
(6) your physical signature or, if sent within an email (rather than in a physical document or a digital document attached to an email), the characters “//s//” followed by your full typed name, which will serve as your electronic signature.
Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than 10 and not more than 14 business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Website. You should also be aware that we may forward the DMCA Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.
C. Reporting Infringement of Other Intellectual Property.
If you own intellectual property other than a copyright and believe that your intellectual property has been infringed by an improper posting or distribution of it on the Website, then you may send Trailhead a written notice to one of the addresses set forth in Section 4.A. above that includes all of the following:
(1) a subject line that says: “Intellectual Property Infringement Notice”; and
(2) a description of the intellectual property that you claim has been infringed, or a list of the intellectual property if multiple works have been infringed; and
(3) a description of the location of the infringing material on the Website; and
(4) your full name, address, telephone number, and e-mail address; and
(5) a statement by you that you have a good faith belief that use of the allegedly infringing material in the manner complained of is not authorized by the owner; and
(6) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the owner (or, if you are not the owner, then your statement must indicate that you are authorized to act on the behalf of the owner); and,
(7) your physical signature or, if sent within an email (rather than in a physical document or a digital document attached to an email), the characters “//s//” followed by your full typed name, which will serve as your electronic signature.
Trailhead will act on such notices in its sole discretion. Any User of the Website that fails to respond satisfactorily to Trailhead with regard to any such notice is subject to suspension or termination. We may send the information that you provide in your notice to the person who provided the allegedly infringing material.
By Mail: [insert address]
By E-Mail: firstname.lastname@example.org
7. YOUR GENERAL REPRESENTATIONS AND WARRANTIES.
You represent and warrant the following in respect of this Agreement:
A. You have the necessary authority to enter into this Agreement and you understand its terms; and
B. If you are an individual, you are over the age of eighteen (born in 1997 or earlier), or that you are a minor using this Website under the immediate supervision of a parent, guardian, or other responsible adult; and
C. If you are a Subscriber, you will cooperate with all of the instructions, rules, and procedures that apply to your Trailhead Subscription;
D. You have provided and will continue to provide true, accurate, current, and complete registration information; and
E. You will respect and abide by all of your obligations under this Agreement, and you will perform your obligations under this Agreement diligently; and
F. You will comply with all laws and regulations applicable to this Agreement.
8. YOUR INDEMNIFICATION RESPONSIBILITIES.
You shall indemnify and hold harmless Trailhead, its parent company, its officers, directors, employees, agents, and representatives from, and, at your expense, shall defend Trailhead against, any loss, damage or expense (including reasonable legal costs) that Trailhead incurs or becomes liable for as a result of any breach by you of any of the terms of this Agreement; any negligent, reckless or willful act or omission by you or your agents or others for whom you are responsible; any failure by you to comply with applicable laws in performing under this Agreement; any misuse by you of the Website and/or the Content; or, any claim made against Trailhead by any third party for which Trailhead is not liable under this Agreement, and which arises as a consequence of your use of the Website. You shall reimburse Trailhead for its expenses under this Section as they are incurred. Trailhead shall have the right, at its own expense, to participate in the defense of any claim, action or proceeding against which it is indemnified hereunder. You, in the defense of any such claim, action, or proceeding arising under this Section shall not, except with the written consent of Trailhead, enter into any settlement which adversely affects Trailhead’s rights or which does not include, as an unconditional term, a release granted to Trailhead of all liabilities in respect of such claim, action or proceeding.
9. YOUR ASSUMPTION OF THE RISK IN USING THE WEBSITE.
YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT YOU ARE RESPONSIBLE FOR ALL OF YOUR INTERACTION WITH SUBSCRIBERS AND VISITORS ON THE WEBSITE; THAT YOU ARE RESPONSIBLE FOR INFORMING YOURSELF (VIA YOUR COMMUNICATIONS, RESEARCH, TESTIMONIALS, REFERRALS, BACKGROUND AND TRAINING INVESTIGATION, ETC.) ABOUT ANY PRACTITIONER, MPC, OR ICC WITH WHOM YOU COMMUNICATE AND WITH WHOM YOU ENGAGE FOR SERVICES, AND ABOUT ANY COURSE OF THERAPY OR TREATMENT YOU UNDERTAKE; AND THAT YOU ASSUME ALL RISK IN REGARD TO YOUR ACTIVITIES RELATED TO THE WEBSITE. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT TRAILHEAD DOES NOT EMPLOY, ENDORSE, GUARANTY, VOUCH FOR, UNDERWRITE, OR INSURE ANY PRACTITIONER, MPC, OR ICC AND THAT TRAILHEAD HAS NO RESPONSIBILITY OR LIABILITY FOR ANY ASPECT OF THE PRACTITIONER-PATIENT RELATIONSHIP.
10. NO OTHER WARRANTIES FROM TRAILHEAD.
TRAILHEAD’S REPRESENTATIONS AND WARRANTIES THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT ARE THE ONLY REPRESENTATIONS AND WARRANTIES PROVIDED BY TRAILHEAD WITH RESPECT TO THE WEBSITE AND THE CONTENT, AND ANY OTHER ITEM OR SERVICE PROVIDED BY TRAILHEAD. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBJECT ONLY TO THE EXPRESS WARRANTIES PROVIDED UNDER THE AGREEMENT, THE WEBSITE, THE CONTENT, AND ANY OTHER ITEMS OR SERVICES ARE PROVIDED ON AN “AS-IS,” AND “AS-AVAILABLE” BASIS. TRAILHEAD EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; ANY WARRANTY REGARDING RESULTS OBTAINABLE OR TO BE OBTAINED BY YOU OR ANY USER AS A RESULT OF PROVISION OR USE OF THE WEBSITE AND/OR THE CONTENT; AND ANY WARRANTY OF UNINTERRUPTED OR ERROR-FREE OPERATION OF OR ACCESS TO THE WEBSITE OR CONTENT OR THE PROVISION OF SERVICES. TRAILHEAD RESERVES THE RIGHT TO MODIFY AND OR REMOVE ANY PORTION OF THE SERVICES INCLUDING ANY CONTENT, AT ANY TIME, WITH OR WITHOUT NOTICE TO YOU OR TO OTHER USERS. NO ORAL OR WRITTEN INFORMATION BY TRAILHEAD OR ANY OTHER ENTITY OR PERSON SHALL CREATE ANY ADDITIONAL REPRESENTATION OR WARRANTY BY TRAILHEAD. TRAILHEAD DOES NOT REPRESENT, WARRANT, OR GUARANTY TO YOU OR ANY USER ANY PARTICULAR RESULTS TO BE ACHIEVED AS A RESULT OF YOUR USE OF THE WEBSITE, THE CONTENT, OR ANY SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT TRAILHEAD HAS NO RESPONSIBILITY OR LIABILITY FOR ANY ACTION YOU TAKE OR FAIL TO TAKE BASED ON YOUR USE OF THE WEBSITE AND/OR THE CONTENT. TRAILHEAD IS NOT LIABLE FOR ANY DAMAGES THAT YOU OR ANOTHER USER MAY SUFFER ARISING OUT OF USE, DELAY IN PROVIDING, OR INABILITY TO USE, THE WEBSITE AND/OR THE CONTENT. TRAILHEAD IS NOT LIABLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF ANY OF YOUR USER-GENERATED CONTENT OR YOUR REGISTRATION INFORMATION OR DATA.
11. WEBSITE DISCLAIMER.
TRAILHEAD UNDERTAKES NO RESPONSIBILITY FOR, AND DISCLAIMS ALL LIABILITY ARISING FROM, ANY INABILITY OF YOU OR OTHER USERS TO ACCESS THE WEBSITE. TRAILHEAD PROVIDES ACCESS TO THE WEBSITE ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND MAKES NO REPRESENTATION, WARRANTY, PROMISE, OR GUARANTY THAT THE WEBSITE WILL BE AVAILABLE OR FULLY OPERATIVE AT ANY TIME OR ON AN UNINTERRUPTED OR ERROR-FREE BASIS. THE WEBSITE MAY CONTAIN ERRORS, GLITCHES, BUGS, OR OTHER DEFECTS, AND YOU UNDERSTAND AND ACKOWLEDGE THAT YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDIES IN THE EVENT OF YOUR DISSATISFACTION WITH THE WEBSITE ARE FOR YOU TO NOTIFY TRAILHEAD ABOUT YOUR DISSATISFACTION, IN WHICH CASE TRAILHEAD WILL REVIEW THE COMPLAINT WITH TRAILHEAD’S TECHNICAL EXPERTS, AND/OR TO STOP USING THE WEBSITE.
12. CONTENT DISCLAIMER.
ALTHOUGH TRAILHEAD ATTEMPTS TO PROVIDE HIGH QUALITY CONTENT, TRAILHEAD IS NOT RESPONSIBLE FOR ANY PERCEIVED FALSE, MISLEADING, INCOMPLETE, INACCURATE, OR OTHERWISE DEFECTIVE CONTENT. CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY, NOT AS MEDICAL ADVICE OR AS A COURSE OF TREATMENT, AND TRAILHEAD IS NOT RESPONSIBLE FOR ANY RELIANCE UPON CONTENT BY YOU OR OTHER USERS, OR BY ANY THIRD PARTY. FURTHER, TRAILHEAD IS NOT RESPONSIBLE FOR ANY ACTIONS YOU TAKE OR FAIL TO TAKE BASED ON THE CONTENT OF THE WEBSITE. TRAILHEAD MAKES NO REPRESENTATIONS OR CLAIMS TO TREAT OR CURE ANY MEDICAL CONDITIONS OR TREAT OR CURE ANY DISEASES, MALADIES, SICKNESSES, OR AFFLICTIONS. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDIES IN THE EVENT OF DISSATISFACTION WITH THE CONTENT IS FOR YOU TO NOTIFY TRAILHEAD ABOUT YOUR PERCEPTIONS OF THE CONTENT (IN WHICH CASE TRAILHEAD WILL REVIEW THE COMPLAINT(S) WITH ITS SUBJECT MATTER EXPERTS) AND/OR TO STOP USING THE CONTENT.
13. DISCLAIMER OF USER-GENERATED CONTENT.
ALTHOUGH TRAILHEAD ENCOURAGES THE SUBMISSION OF HIGH QUALITY CONTENT, TRAILHEAD IS NOT RESPONSIBLE FOR ANY PERCEIVED FALSE, MISLEADING, INCOMPLETE, INACCURATE, OR OTHERWISE DEFECTIVE USER-GENERATED CONTENT. TRAILHEAD HAS NO RESPONSIBILITY TO MONITOR OR REVIEW USER-GENERATED CONTENT PRIOR TO OR AFTER ITS SUBMISSION. THE VIEWS EXPRESSED IN USER-GENERATED CONTENT ARE NOT PRE-REVIEWED OR PRE-APPROVED BY TRAILHEAD AND THEREFORE DO NOT REPRESENT ANY EXPRESS OR EXPLICIT VIEW OF TRAILHEAD ON ANY TOPIC WHATSOEVER. USER-GENERATED CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY, NOT AS MEDICAL ADVICE OR AS A COURSE OF TREATMENT, AND TRAILHEAD IS NOT RESPONSIBLE FOR ANY RELIANCE UPON CONTENT BY YOU OR OTHER USERS, OR BY ANY THIRD PARTY. FURTHER, TRAILHEAD IS NOT RESPONSIBLE FOR ANY ACTIONS YOU TAKE OR FAIL TO TAKE BASED ON THE CONTENT OF THE WEBSITE. TRAILHEAD MAKES NO REPRESENTATIONS OR CLAIMS TO TREAT OR CURE ANY MEDICAL CONDITIONS OR TREAT OR CURE ANY DISEASES, MALADIES, SICKNESSES, OR AFFLICTIONS. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDIES IN THE EVENT OF DISSATISFACTION WITH THE CONTENT IS FOR YOU TO NOTIFY TRAILHEAD ABOUT YOUR PERCEPTIONS OF THE CONTENT (IN WHICH CASE TRAILHEAD WILL REVIEW THE COMPLAINT(S) WITH ITS SUBJECT MATTER EXPERTS) AND/OR TO STOP USING THE CONTENT.
14. LIMITATION OF LIABILITY FOR TRAILHEAD.
IN NO EVENT WILL TRAILHEAD’S LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH THE CONTENT, THE WEBSITE, OR ANY OTHER ITEMS OR SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE CLAIM OR FORM OF ACTION, INCLUDE ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR CLAIMS FOR LOSS OF BUSINESS OR PROFITS, UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL THEORY, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF TRAILHEAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. YOU UNDERSTAND AND ACKNOWLEDGE THAT TRAILHEAD’S MAXIMUM AGGREGATE LIABILITY TO YOU UNDER OR RELATING TO THIS AGREEMENT UNDER THEORIES OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, REGARDLESS OF THE CAUSE OF ACTION, WILL NOT EXCEED AN AMOUNT, IN AGGREGATE, EQUAL TO THE FEES PAID BY YOU IN THE TWELVE MONTHS PRIOR TO WHEN THE DAMAGES FIRST AROSE. YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR RELATIONS WITH OTHER USERS, AND THAT TRAILHEAD SHALL NOT BE LIABLE TO YOU OR ANY OTHER USERS, UNDER ANY CIRCUMSTANCES, FOR ANY DISPUTE THAT ARISES BETWEEN YOU AND ANOTHER USER OF THE WEBSITE AND/OR THE CONTENT.
15. GENERAL PROVISIONS.
A. Governing Law and Dispute Resolution.
This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Minnesota. Disputes arising under this Agreement shall proceed through three levels of resolution, if necessary: negotiations between you and Trailhead, mandatory mediation, and court proceedings. Any dispute which arises under this Agreement and cannot be resolved by good-faith negotiations between the parties within ninety (90) days must be submitted for a mandatory mediation procedure in Minneapolis, Minnesota before a neutral mediator chosen and appointed by the American Arbitration Association (“AAA”). The mediation shall take place on within forty-five (45) days after the mediator has been appointed, and at the direction of the mediator. The mediation shall take place on one business day and shall last no longer than ten (10) hours unless the parties mutually agree to an extension of the mediation procedure. The mediator shall apply U.S. and Minnesota law to substantive issues and the AAA procedural rules for Commercial Mediation to procedural issues. The parties shall bear their own costs for the mediation, and they shall split equally the costs and fees of the mediator. If either party is unsatisfied with the resolution provided by the mediator, either party may file a claim in the appropriate state or federal court sitting in Minneapolis, Minnesota. You hereby consent and absolutely agree to the jurisdiction of state and federal courts sitting in Minnesota for resolving any disputes arising under this Agreement which cannot be resolved either by negotiations or by mediation between you and Trailhead.
(1) Trailhead’s Right to Injunctive Relief.
The foregoing provision regarding dispute resolution will not apply to any legal action taken by Trailhead to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any threatened or potential loss, cost, or damage) relating to the Website, any Content, your User-Generated Content and/or Trailhead's Intellectual Property Rights, Trailhead's operations, and/or Trailhead's products or services.
(2) Your Waiver of Injunctive or Equitable Relief.
IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSSES, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE WEBSITE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT ORDER OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, CONTENT, USER-GENERATED CONTENT, UNSOLICITED IDEAS AND MATERIALS, PRODUCT, SERVICE, OR OTHER INTELLECTUAL PROPERTY OWNED, LICENSED, OR CONTROLLED BY TRAILHEAD (INCLUDING YOUR LICENSED USER-GENERATED CONTENT) OR BY A LICENSOR OF TRAILHEAD.
B. Updates to this Agreement.
Trailhead reserves the right to modify this Agreement at any time without prior notice (“Updated Terms”
). You agree that we may notify you of the Updated Terms by posting them on the Website so that they are accessible via a link on the Website, and that your use of the Website after we post the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms and to the most recent version of this Agreement. The Updated Terms will be effective as of the time that Trailhead posts them on the home page of the Website, in the header of this Agreement, or such later date as may be specified in them. You understand and acknowledge that Trailhead shall only be posting the most recent version of this Agreement on the Website, that you are bound by the most recent version of this Agreement at any time you use or access the Website, and, therefore, you agree that it is your responsibility to review this Agreement on a regular and frequent basis.
C. International Issues.
Trailhead controls and operates the Website from its offices in the U.S.A. Trailhead makes no representation that the Website is appropriate or available for use beyond the U.S.A. If you use the Website from other locations, you are doing so of your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. Subject to the terms of this Agreement, Trailhead reserve the right to limit the availability of, restrict access to, or discontinue the Website and/or any Content, program, product, service, or other feature described or available on the Website to any person, entity, geographic area, or jurisdiction, at any time and in Trailhead’s sole discretion, and to limit the quantities of any content, program, product, service, or other feature that Trailhead provides. Some content, programs, services, or features may be available on this Website only on a subscription or fee basis.
D. Severability and Interpretation.
If any provision of this Agreement is for any reason deemed invalid, unlawful, void, or unenforceable by a court of competent jurisdiction, then that provision will be deemed severable from this Agreement, and the invalidity of the provision will not affect the validity or enforceability of the remainder of this Agreement (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in this Agreement, the word will be deemed to mean “including, without limitation.”
Whenever you communicate with Trailhead electronically, such as via e-mail and text message, you consent to receive communications from Trailhead electronically. Please note that, except as set forth in the provisions of this Agreement regarding the DMCA, we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
F. Law Enforcement and Termination of Accounts or of the Website.
Trailhead reserves the right, without any limitation, to investigate any suspected breaches of its Website security or its information technology or other systems or networks, investigate any suspected breaches of this Agreement, investigate any information obtained by Trailhead in connection with reviewing law enforcement databases or complying with criminal laws, involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, prosecute violators of this Agreement, and discontinue the Website, in whole or in part, or suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Trailhead under this Agreement. Upon suspension or termination of your access to the Website, or upon notice from Trailhead, all rights granted to you under this Agreement will cease immediately, and you agree that you will immediately discontinue use of the Website. The provisions of this Agreement, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Trailhead in this Agreement, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
Trailhead may assign its rights and obligations under this Agreement, in whole or in part, to any party at any time without any advance notice to you or other Users. This Agreement may not be assigned by you in whole or in part, without the prior written consent of Trailhead.
H. No Waiver.
Except as expressly set forth in this Agreement, no failure or delay by you or Trailhead in exercising any rights or remedies under this Agreement will operate as a waiver of that or any other right or remedy.
I. No Partnership or Joint Venture.
Neither this Agreement, nor any terms and conditions contained herein shall be construed as creating a partnership, joint venture, franchise or agency relationship between you and Trailhead.
J. Complete Agreement.
This Agreement contains your entire understanding with Trailhead with respect to the subject matters covered by this Agreement, and it supersedes any and all prior oral or written proposals or understandings.