Last Updated: December 17, 2020
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity, and any employees, contractors, or agents authorized by you to access and use the Services pursuant to the terms of this Agreement.
1. DESCRIPTION OF THE PLATFORM; RESTRICTIONS
1.1. Platform. The Platform enables individual subscribers to the Platform and the employees of companies that subscribe to the Platform (collectively, “Subscribers”) to earn continuing education (“CE”) credits through our course offerings (each, a “Course”) and manage their credits.
1.2. Restrictions. The Services are available only for individuals aged 13 years or older. If you are 13 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it. If you are under the age of 13, you may use the Services only with the consent of your parent or guardian.
We reserve the right, in our sole and absolute discretion, to deny you access to the Services, or any portion of the Services, without notice and without reason.
2. PLATFORM ACCOUNT
If you wish to access and use the Platform you must register with us. If you elect to register with us, you will be prompted to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password”), and may be asked to provide certain additional information that will assist us in authenticating your identity when you log in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one user. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Services using your account. You will promptly inform us of any need to deactivate a Password or Sign-In Name or change any Unique Identifier. We reserve the right to delete or change your Password or Sign-In Name at any time and for any reason and shall have no liability to you for any loss or damage caused by such action. FreeCE is under no obligation to accept any individual or entity as an account holder, and may accept or reject any registrations in our sole and complete discretion. We will not be liable for any loss or damage caused by any unauthorized use of your account.
3. COMMUNITY GUIDELINES
FreeCE’s community, like any community, functions best when its users follow a few simple rules. By accessing the Services, you agree to comply with these community guidelines (the “Community Guidelines”) and that:
If you find something that violates our Community Guidelines, please let us know, and we will review it.
4. INTELLECTUAL PROPERTY
The Services contains material, such as videos, photographs, software, text, graphics, images, sound recordings, and other material provided by or on behalf of FreeCE or our licensors (collectively referred to as the “Content”). The Services and Content may be owned by us or third parties. The Services and Content are protected under both United States and foreign laws. Unauthorized use of the Services or Content may violate copyright, trademark, and other laws.
You may view all Content for your own personal, non-commercial use, and no other use is permitted without the prior written consent of FreeCE. FreeCE and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Services and Content. You must retain all copyright and other proprietary notices contained in the original Content. We reserve the right to remove Content from our Services at any time for any reason without any notice to you.
If you violate any part of this Agreement, your permission to access the Content and the Services automatically terminates and you must immediately destroy any copies you have made of the Content and Services.
The trademarks, service marks, and logos of FreeCE (the “FreeCE Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of FreeCE. Other company, product, and service names located on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with FreeCE Trademarks, the “Trademarks”). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of FreeCE Trademarks inures to our benefit.
Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
5. USER CONTENT; LICENSES
If you are a Subscriber, the Platform provides you with the ability to send messages (text or otherwise) (“User Content”) to other Subscribers and the instructor during a live Course. By submitting User Content to the Platform during a live Course, you expressly acknowledge that such User Content will be made available to other Subscribers and the instructor during the Course. AS A SUBSCRIBER, YOU, AND NOT FREECE, ARE ENTIRELY RESPONSIBLE FOR ALL USER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE SERVICES.
You retain all copyrights and other intellectual property rights in and to your own User Content. You do, however, hereby grant us and our sublicensees an irrevocable license to copy, transmit, format, distribute, and otherwise use your User Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised, for the purpose of providing the Services.
6. COMMUNICATIONS WITH US; SURVEYS
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all (i) e-mails and communications you send to us, including, but not limited to, feedback, testimonials, questions, comments, suggestions, and the like, and (ii) responses to surveys after a Course, in each case, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications and responses for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.
7. PURCHASE TERMS
To access and use the Platform, you must purchase a subscription (“Subscription”). FreeCE reserves the right to refuse service to any individual or cancel a Subscription for any reason. Verification of information may be required prior to the acceptance of a Subscription. Where applicable, as a Subscriber, you shall pay all purchase prices, taxes, and other fees in connection with your Subscription in the manner specified in the payment terms on the Platform when the Subscription is purchased. Payment is due immediately upon purchasing a Subscription. By purchasing a Subscription, you agree to pay FreeCE, through our third-party payment vendor, Elavon (“Payment Processor”), all charges at the prices in effect for such Subscription.
If you have a card or other payment method on file on the Platform, by placing an order with us, you are authorizing us, through our Payment Processor, to charge such account for the purchase amount. YOU MUST PROVIDE CURRENT, COMPLETE, AND ACCURATE INFORMATION FOR YOUR ACCOUNTS, AND PROMPTLY UPDATE ALL INFORMATION TO KEEP SUCH ACCOUNT INFORMATION CURRENT, COMPLETE, AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE). FURTHER, YOU MUST PROMPTLY NOTIFY US IF A PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE ON YOUR ACCOUNT PAGE.
If you purchase a Subscription on or after 12/17/2020, FreeCE reserves the right increase the Subscription price after the first year of the Subscription and will provide notice of such increased price. If you opt-in for automatic renewals through our EasyRenew™ program, you will lock in the Subscription price for the first year of the Subscription plus one year of renewal, but FreeCE may increase the price after the first renewal term. EasyRenew™ is currently available for Unlimited Plus and Unlimited Self-Study Packages.
IF YOU OPT-IN FOR OUR EASYRENEW™ PROGRAM, YOU ARE PURCHASING A RECURRING SUBSCRIPTION, AND YOU ACKNOWLEDGE AND AGREE THAT THERE WILL BE AN INITIAL AND RECURRING PAYMENT CHARGE ON AN ANNUAL BASIS AT THE THEN-CURRENT FEE, AND YOU AGREE THAT FREECE’S THIRD-PARTY PAYMENT PROCESSOR MAY SUBMIT ANNUAL CHARGES TO YOUR CHOSEN PAYMENT METHOD WITHOUT FURTHER AUTHORIZATION FROM YOU, UNLESS AND UNTIL YOU CANCEL YOUR SUBSCRIPTION, OPT OUT OF EASYRENEW™, OR CHANGE YOUR PAYMENT METHOD. WE WILL PROVIDE YOU WITH NOTICE OF RENEWAL PRIOR TO PROCESSING SUCH RECURRING PAYMENT CHARGES. YOU MAY CANCEL A SUBSCRIPTION AT ANY TIME AT LEAST 24 HOURS BEFORE THE END OF THE CURRENT PERIOD BY FOLLOWING THESE STEPS: (I) LOG INTO “MY PORTAL” AND GO TO YOUR PROFILE, (II) CLICK THE GRAY ICON IN THE UPPER RIGHT PART OF THE SCREEN, (III) CLICK THE THREE VERTICAL DOTS TO THE RIGHT OF THE PACKAGE YOU WOULD LIKE TO CANCEL, AND (IV) SELECT CANCEL. IF YOU CANCEL YOUR SUBSCRIPTION, THE EFFECTIVE DATE OF SUCH CANCELLATION SHALL BE THE LAST DAY OF THE YEAR DURING WHICH YOU PROVIDE SUCH NOTICE. YOU FURTHER ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES PRIOR TO CANCELLATION, INCLUDING, WHERE APPLICABLE, ANY CHARGES PROCESSED BY FREECE’S THIRD-PARTY PAYMENT PROCESSOR AFTER THE EXPIRATION DATE OF YOUR PAYMENT CARD.
8. NO WARRANTIES; LIMITATION OF LIABILITY
THE SERVICES AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE SERVICES OR CONTENT WILL OPERATE ERROR-FREE OR THAT THE SERVICES, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
THE AVAILABILITY OF CONTENT TO WATCH WILL CHANGE FROM TIME TO TIME. THE QUALITY OF THE DISPLAY OF THE STREAMING CONTENT MAY VARY FROM DEVICE TO DEVICE AND MAY BE AFFECTED BY A VARIETY OF FACTORS, SUCH AS YOUR LOCATION AND THE BANDWIDTH AVAILABLE THROUGH AND/OR SPEED OF YOUR INTERNET CONNECTION. PLEASE CHECK WITH YOUR INTERNET PROVIDER AND/OR WIRELESS CARRIER FOR INFORMATION ON POSSIBLE DATA USAGE CHARGES. YOU ARE SOLELY RESPONSIBLE FOR PROCURING AN INTERNET AND/OR WIRELESS CONNECTION AND FOR ALL CHARGES YOU INCUR IN CONNECTION THEREWITH. FREECE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY OF YOUR WATCHING EXPERIENCE ON YOUR DISPLAY.
THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED ON THE SERVICES. THE SERVICES MAY CONTAIN INFORMATION ON CERTAIN CONTENT NOT ALL OF WHICH ARE AVAILABLE IN EVERY LOCATION. A REFERENCE TO A TITLE OR PARTICULAR PIECE OF CONTENT ON THE SERVICES DOES NOT IMPLY THAT SUCH TITLE OR CONTENT IS OR WILL BE AVAILABLE IN YOUR LOCATION. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SERVICES AND/OR ADD OR REMOVE CONTENT AT ANY TIME WITHOUT NOTICE.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SERVICES OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES OR THE CONTENT SHALL BE LIMITED TO THE GREATER OF (I) MONIES YOU HAVE PAID US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM, OR (II) FIFTY US DOLLARS ($50).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
9. EXTERNAL SITES
The Services may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
10. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
10.1. Representations and Warranties. You hereby represent, warrant, and covenant that:
10.1.1. You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content and any other works that you incorporate into your User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder;
10.1.2. Use of your User Content in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
10.1.3. You will not submit to the Services any User Content that violate our Community Guidelines set forth above or any other term of this Agreement.
10.2. Indemnity. You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content or the Services; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
11. COMPLIANCE WITH APPLICABLE LAWS
The Services are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Services or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
12. DIGITAL MILLENNIUM COPYRIGHT ACT
FreeCE respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content deemed to have been posted or distributed in violation of any such laws.
Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
Knowfully Learning Group
201 N. King of Prussia Rd
Radnor, PA, 19087
Attn: Copyright Agent
If you believe that your work has been copied on the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
13. CHANGES TO THE AGREEMENT.
14. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability. Sections 4-6, 8-11, and 14-19 shall survive the termination of this Agreement.
15. CONTROLLING LAW
This Agreement and any action related thereto will be governed by the laws of the State of Pennsylvania without regard to its conflict of laws provisions.
16. BINDING ARBITRATION
In the event of a dispute arising under or relating to this Agreement, the Content, or the Services (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 18 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
17. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
18. EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. All such claims or disputes arising out of or in connection with this Agreement shall be heard exclusively by any of the federal or state courts of competent jurisdiction located in the State of Pennsylvania.
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Copyright 2020 PharmCon, Inc. All rights reserved.