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Terms of Use

1. INTRODUCTION

These Terms of Use, as may be amended from time to time, together with any documents, policies, or terms they expressly incorporate by reference (collectively, these “Terms of Use”) are entered into by and between you and AJAXCourses(“AJAXCourses”, “we”, or “us”). For purposes hereof, “you” includes, individually and collectively, you and any individual, entity, Subscriber, Customer, or Affiliate of yours that is visiting, viewing, using, or accessing the Site. To the extent that you have entered into a written and fully executed enterprise license agreement, master services agreement, or other written agreement with AJAXCourses containing terms that directly conflict with any terms of these Terms of Use, then the conflicted terms set forth in such other agreement will control.

You acknowledge and agree that by (i) visiting, viewing, using, or accessing the Site, (ii) clicking “Agree”, “Purchase”, “Submit”, or similar links, or (iii) signing a Sales Order or other agreement incorporating these Terms of Use, that you have read, understand, and agree to be bound by these Terms of Use, irrespective of whether you are a guest or a registered user of the Site. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU MAY NOT ACCESS OR USE THE SITE. AJAXCourses’S ALLOWANCE OF YOUR USE AND ACCESS TO THE SITE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF USE, TO THE EXCLUSION OF ALL OTHER TERMS.

2. ADDITIONAL TERMS

Any personal information submitted in connection with your use of the Site is subject to our privacy policy found at www.ajaxcourses.co/privacy (the “Privacy Policy”), which is hereby incorporated by this reference. We will use information about you that we obtain either directly from you or that we obtain by nature of your use of the Site in accordance with our Privacy Policy solely in furtherance of providing you, or improving your experience with, the applications, mobile applications, functionalities, content, materials, or other services that may be available on or through the Site from time to time.
3. SITE ACCESS AND ACCOUNT REGISTRATION

To access the Site you may be asked to provide certain registration details and other information. This information will help us in offering you content, customer service, and network management, and as such, it is a condition of your use of the Site that all the information you provide is correct, current, and complete. You agree that all information you provide to register with the Site or otherwise, including through the use of any interactive features on the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

You represent and warrant that:
• You are (i) 18 years of age or older or an emancipated minor, and (ii) are fully able and competent to form a binding contract with AJAXCourses by enter into these Terms of Use.

• You are solely responsible for all service, telephony, data charges, and other fees and costs associated with your access to and use of the Site, including without limitation maintaining all internet, browser software and extensions, computer hardware, telephone, and other equipment required for such access; and

• You will exit from your account at the end of each session or use of the Site.

With regard to your username, password, any other piece of information you provide to us as part of our security procedures (collectively, “Account Information”), you agree to treat such Account Information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account Information is personal to you, and you agree not to provide any other person with access to the Site or portions of it using your Account Information. You agree to notify us immediately (contact@ajaxcourses.co) of any unauthorized access to or use of your Account Information or any other breach of security that you become aware of. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your Account Information or other personal information.
Except as provided herein, you may not transfer your Account Information to any other person and you may not use anyone else’s Account Information or account at any time. In cases where you have nevertheless authorized or registered another person, or have acting negligently in safeguarding your Account Information as set forth above, to use your account, you agree you are fully responsible for (i) the acts and omissions of such person accessing the Site with your Account Information, (ii) controlling the person’s access to and use of the Site, and (iii) the consequences of any use or misuse by such person.
4. AJAXCourses SUBSCRIPTION PLANS

(a) The scope and price of your access to the Site is determined by the subscription plan or account type you select during the Site registration and subscription order process, through your subscription renewal process, or via the changes you may make to your subscription plan through your AJAXCourses account settings page, and with regard as to whether you complete such registration, order, renewal, or change through the Site’s website checkout functionalities, through a Free Trial or Company Partnership, by execution of a Sales Order, or with the assistance of AJAXCourses’s sales or support teams (collectively, “Checkout”). To review the scope, features, and price associated with AJAXCourses’s subscription plans, please visit www.ajaxcourses.co/pricing. Regardless of the subscription plan or account type you select during Checkout, your use of and access to the Site is conditioned upon timely payment of the applicable License Fee. We reserve the right to increase or decrease the applicable License Fee for subsequent subscription periods (including each Renewal Business Term); provided that we notify you of any such change.

For purposes hereof, “License Fee” means the Individual License Fee, the Enterprise License Fee, or the Company Partnership license fee (if any), as applicable. Our rights of termination and your rights of cancellation are set forth in Section 10 below.
(b) Depending on where you transact with us, the type of payment method used and where your payment method was issued (whether the Individual Payment Method, Business Payment Method, or otherwise) your transaction with us may be subject to foreign exchange fees or differences in prices, including because of exchange rates. We do not support all payment methods, currencies, or locations for payment. If your Payment Method fails or your account is past due, we may collect fees owed using other collection mechanisms—this may include charging other payment methods on file with us or retaining collection agencies and legal counsel, the fees and cost of which you hereby agree to pay. Notwithstanding anything to the contrary, your obligation to pay fees continues through the end of your applicable subscription period and regardless of whether you cancel your subscription during such period.

4.1 INDIVIDUAL PLAN

(a) Individual License. If you select a AJAXCourses individual subscription plan (an “Individual Plan”) during Checkout, and to the extent you pay the Individual License Fee (as defined below), AJAXCourses grants you, and you alone, a non-exclusive, non-transferable license (“Individual License”) to use the Site in strict accordance with these Terms of Use. The Individual License allows you unlimited viewing of AJAXCourses’s course library; however, it is for your personal use only and may not be shared in any way.
(b) Individual License Fee. As an Individual Plan user, you agree pay to AJAXCourses the license fee in the amount and according to the billing frequency (e.g., monthly, annually) as selected and set forth during Checkout (“Individual License Fee”). We may include a separate charge for any applicable sales, use, value-added, or excise taxes, and any other similar taxes, duties or charges of any kind, other than taxes on AJAXCourses’s income, imposed by any federal, state, or local governmental entity on any amounts payable by you under these Terms of Use. We will remit taxes collected, if any, to the appropriate taxing authority
(i) Automatic Renewal. BY REGISTERING FOR OR SUBSCRIBING TO AN INDIVIDUAL PLAN AND PROVIDING BILLING INFORMATION DURING CHECKOUT, YOU GRANT US AND OUR AUTHORIZED THIRD-PARTY PAYMENT PROCESSOR THE RIGHT TO PROCESS PAYMENT FOR YOUR INDIVIDUAL LICENSE FEE VIA THE CREDIT CARD OR PAYPAL® ACCOUNT YOU PROVIDED DURING CHECKOUT (your “Payment Method”). AS FURTHER SET FORTH IN THESE TERMS OF USE, YOU UNDERSTAND AND AGREE THAT WE WILL AUTOMATICALLY RENEW AND PROCESS PAYMENT FOR YOUR INDIVIDUAL LICENSE FEE AT THE THEN-APPLICABLE PRICE FOR AN INDIVIDUAL PLAN BY PROCESSING YOUR PAYMENT METHOD (“Automatic Renewal”). If you choose a “monthly” Individual Plan, we will process your Automatic Renewal on or near the same day of each month unless you disable Automatic Renewal. If you choose an “annual” Individual Plan, we will process your Automatic Renewal on or near the same day of each year unless you disable Automatic Renewal. If payment is not received within such time period, or if we are unable to renew your Individual Plan based on inaccurate or outdated Payment Method information, we may suspend your access to the Site until payment is received, or we may terminate your Individual Plan altogether, in our sole discretion.
(ii) Disabling Automatic Renewal. You may disable Automatic Renewal by calling +1 (801) 784-9007, emailing contact@ajaxcourses.co, or disabling Automatic Renewal in your account settings. Disabling Automatic Renewal will cause us to stop automatically renewing your Individual Plan at the end of the then-applicable subscription term. You will still be able to use the Site until the end of your current subscription term. Disabling auto renewal does not refund any portion of your Individual License Fee, as all Individual License Fees are non-refundable. Please visit http://support.ajaxcourses.co/ for more details on Automatic Renewal.
(iii) Refunds. All or any portion of the Individual License Fee, whether paid monthly or annually, is non-refundable. Exceptions for extenuating circumstances may be considered by emailing contact@ajaxcourses.co; however, we are in no way required to refund you any portion of the Individual License Fee.

4.3 FREE TRIAL / PILOT SUBSCRIPTION

Your subscription plan may begin with a free trial (for individuals) (“Free Trial”) or a pilot (for businesses) (“Pilot”). The length of your Free Trial or Pilot will be set out during Checkout; however, we reserve the right, in our absolute discretion, to determine your eligibility for a Free Trial or Pilot, and to withdraw or to modify your Free Trial or Pilot at any time without prior notice and with no liability. As a Free Trial or Pilot user, you acknowledge and agree that your use and access, and the use and access of your Subscribers, of the Site is subject to these Terms of Use, other than the requisite payment of a License Fee.

(a) Free Trial. As a Free Trial user, you acknowledge and agree that we require you to provide your Payment Method details to start a Free Trial. At the end of your Free Trial, we will automatically charge you for the subscription plan associated with your Free Trial on the first day following the end of the Free Trial period, and continuing automatically on the billing frequency determined through Checkout. By providing your Payment Method details in conjunction with the Free Trial registration, you agree to these charges, as more specifically set forth in Section 4.1(b). If you do not want to be charged, you must cancel your Free Trial before the end of your Free Trial.

(b) Pilot. At the end of your Pilot, you must provide either a Business Payment Method (see Section 4.2(b)(i)) or agree to be charged by invoice (see Section 4.2(b)(ii)) and pay the applicable Enterprise Licensee Fee in order to continue using and accessing the Site. Please contact your AJAXCourses Sales Representative for more details.

4.4 COMPANY PARTNERSHIP

Your subscription plan may start with a starter, trial, limited, or full subscription (“Company Partnership Subscription”) facilitated through a company or community partnership between a third party entity and AJAXCourses (a “Company Partnership”). The scope of Site materials available to you, the length of your Company Partnership Subscription, and the license fee (if applicable, and whether paid by you or the Company Partnership) will be set out during Checkout (most often through a specific URL dedicated to the Company Partnership); however, together with our Company Partnership, we reserve the right, in our absolute discretion, to determine your eligibility for a Company Partnership Subscription, and to withdraw or to modify your Company Partnership Subscription at any time without prior notice and with no liability. As a Company Partnership user, you acknowledge and agree that your use and access of the Site is subject to these Terms of Use and any other terms and conditions mandated by the applicable Company Partnership.

4.5 AJAXCourses-ACQUIRED SERVICE

If you were migrated to a AJAXCourses subscription from a subscription to a different content library owned by an entity acquired by AJAXCourses, including without limitation subscription plans to Code School or Digital Tutors (“AJAXCourses-acquired Service”), the following additional terms and conditions also apply to you:

(a) if the license fee for your subscription for the AJAXCourses-acquired Service was being automatically renewed prior to AJAXCourses’s acquisition of such AJAXCourses-acquired Service, your subscription will be automatically renewed (as set forth in Section 4.1 or 4.2, as applicable) at the current AJAXCourses subscription rate unless affirmatively disabled by you.

(b) as a legacy Digital Tutors customer, you will continue to have access to concurrent login privileges through DigitalTutors.com throughout your Digital Tutors subscription term but only while the Digital Tutors legacy platform exists. We reserve the right to retire the Digital Tutors platform at any time. When the Digital Tutors platform is retired, we will endeavor to provision you a sufficient number of complimentary Individual Business Subscriptions to match your then-active users, valid through the end of your Digital Tutors subscription term.

5. PROPRIETARY MATERIALS

(a) Use of AJAXCourses’s Proprietary Materials. The Site contains copyrighted materials, trademarks, proprietary and confidential information, and intellectual property of AJAXCourses and licensors of AJAXCourses (collectively, “Proprietary Material”), including, but not limited to, source code, video, text, software, photos, graphics, images, music, and sound. You agree not to modify, publish, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Material. Proprietary Material may only be accessed through the Site, and not by or from any other site or means. The applicable License granted you by these Terms of Use is a right of access through the Site only, and does not grant to you any right to download or store any Proprietary Material in any medium, other than (i) that downloadable content that may be provided for certain training courses, including exercise files, course slides, and sample code, (ii) files that are automatically cached by your web browser for display purposes, and (iii) if we provide desktop, mobile, or other applications for download, a single copy of such application for your computer or mobile device solely for your own, personal use, provided you agree to be bound by an applicable end user license agreement for such application (collectively, the “Authorized Downloadable Materials”). Authorized Downloadable Materials are held by you pursuant to a limited revocable license only, and are subject to all restrictions described herein, including the prohibition on further transfer, sale, creation of derivative works, or exploitation in any manner.

(b) Reservation of Rights. AJAXCourses reserves all intellectual property rights to the Proprietary Material, other than as specifically granted under the applicable License granted you under these Terms of Use. No posting, copying, transmission, retransmission, distribution, redistribution, publication, republication, decompilation, disassembling, reverse engineering, or otherwise reproducing, storing, transmitting, modifying, or commercially exploiting any Proprietary Material in any form or by any means, for any purpose, is permitted without our express written permission.

(c) AJAXCourses Copyright and Marks. The entire Site is © 2008 AJAXCourses, LLC. All Rights Reserved. Complying with all applicable copyright laws is your responsibility. “AJAXCourses”, “Code School”, “Digital Tutors”, “AJAXCourses | Creative”, “Hack Hands”, “hack hands()”, and other AJAXCourses marks and logos are service marks and trademarks of AJAXCourses.

(d) Equitable Relief. You acknowledge that a breach of any proprietary rights described in these Terms of Use may cause us irreparable damage, for which the award of damages would not be adequate compensation. Consequently, you agree that we may institute an action to enjoin you from any and all acts in violation of those provisions, which remedy will be cumulative and not exclusive, and we may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which we may be entitled at law or in equity.

(e) Third-Party Marks. Other trademarks, service marks, and logos used throughout the Site are the trademarks, service marks, or logos of their respective owners. These may include: Apple®, the Apple logo, and iPad, which are trademarks of Apple Inc., registered in the U.S. and other countries; Android®, Google Play® and the Google Play logo, which are trademarks of Google Inc; and PayPal®, which is a registered trademark of PayPal, Inc.

(f) Violation of Copyright or Intellectual Property Laws. We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at our sole discretion, remove or disable access to any materials on the Site that we believe (or are notified) may infringe on the rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement or otherwise infringes on your intellectual property rights, please report it to us with the procedures that we maintain at www.ajaxcourses.co/copyright-procedure.

6. MOBILE AND OTHER DEVICES

If you use a mobile device or AJAXCourses-provided mobile application to access the Site, the following additional terms and conditions (“Mobile Terms”) also apply:

(a) You agree that you are solely responsible for all message and data charges that apply to use of your mobile device to access the Site. All such charges are billed by and payable to your mobile service provider. Please contact your participating mobile service provider for pricing plans, participation status, and details.
(b) You understand that wireless service may not be available in all areas at all times and may be affected by product, software, coverage, or service changes made by your service provider or otherwise. Additional terms and conditions may apply to your use of our mobile applications based on the type of mobile device that you use.

(c) YOUR ACCESS TO OR USE OF THE SITE VIA YOUR MOBILE DEVICE OR AJAXCourses-PROVIDED MOBILE APPLICATION CONFIRMS YOUR AGREEMENT TO THESE TERMS OF USE, INCLUDING BUT NOT LIMITING THE MOBILE TERMS.

7. USER CONTENT AND FEEDBACK

(a) Interactive Services. The Site from time to time may provide you with the ability to upload, post, submit, publish, or transmit to other users or persons (hereinafter, “post”) via online forums, chat capabilities, user discussion groups, blogs, online profiles, or other online forums (“Interactive Services”).

(b) User Content. The Interactive Services are intended to provide you and other users with valuable resources on selected topics. Some, if not most, of the content found on such Interactive Services is provided by third party users, and not us (such content, “User Content”). The third party user (including you, if applicable) is solely responsible for the User Content and for complying with applicable laws relating thereto.

(i) All User Content you submit to the Interactive Services (including for inclusion on the Site) or that is otherwise made available to AJAXCourses will be considered non-confidential and non-proprietary, and by so doing, you hereby grant us and our Affiliates and service providers, and each other and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.

(ii) To the extent that you provide any User Content, you represent and warrant that (a) you have all necessary rights, licenses and/or clearances to provide such User Content and permit us to use such User Content as provided above, (b) such User Content is accurate and reasonably complete, (c) as between you and AJAXCourses, you are responsible for the payment of third party fees, if any, related to the provision and use of such User Content, (d) such User Content does not and will not infringe or misappropriate any third party rights or constitute a fraudulent statement or misrepresentation or unfair business practices, and (e) you agree to comply with all applicable rules regarding online conduct and acceptable content we may post on the Site or Interactive Services from time to time, including those set forth in Section 8 below.

(c) Feedback. We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Site (“Feedback”). You acknowledge and agree that any and all Feedback provided will be the sole and exclusive property of AJAXCourses, and you hereby irrevocably assign to AJAXCourses and agree to irrevocably assign to AJAXCourses all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist AJAXCourses to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

(d) Monitoring and Enforcement. We have the right to:

(i) remove or refuse to post any User Content or Feedback for any or no reason in our sole discretion;

(ii) take any action with respect to any User Content or Feedback that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content or Feedback violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public or could create liability for the Company;

(iii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;

(iv) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website; and

(v) terminate or suspend your access to all or part of the Site for any violation of these Terms of Use; and

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS US AND OUR AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US OR ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER US, SUCH PARTIES, OR LAW ENFORCEMENT AUTHORITIES.

Notwithstanding anything to the contrary, we have no obligation to review material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section.
8. AJAXCourses “DOs” and “DON’Ts”

You acknowledge and agree that the Site contains training videos that are viewable through online streaming methods and are not to be downloaded by you (or your Subscribers), except under limited circumstances and for limited times as permitted by the Site’s offline viewing features (if permitted by your subscription plan). In addition, you agree to adhere and abide to the following DOs and DON’Ts.

(a) DOs (User Obligations). You acknowledge and agree that you, and your Subscribers (if applicable), will:

Comply with all applicable federal, state, local, or international law or regulations (including, without limitation, any laws regarding copyright, intellectual property, privacy and personal identity, or the export of data or software to and from the US or other countries);
Provide accurate information to us and keep it updated; and
Use your real name on your profile and use the Interactive Services in a respectful manner;
(b) DON’Ts (Prohibited Conduct). You acknowledge and agree that you, and your Subscribers (if applicable), will not:

reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, capture, download, save, upload, print, or otherwise transfer or retain information or content available on the Site other than with regard to Authorized Downloadable Materials, subject to the limited permissions set forth herein;
manually or systematically harvest, scrape, collect or otherwise extract information or data contained on the Site, other than permitted use of Authorized Downloadable Materials or temporary storage of video materials for offline viewing (if permitted by your subscription plan).
permit or provide others access to the Site using your Account Information or otherwise, or the Account Information of another authorized user;
impersonate or attempt to impersonate AJAXCourses, a AJAXCourses employee, another user, or any other person or entity (including, without limitation, by using e-mail addresses or Account Information associated with any of the foregoing) or provide incorrect or knowingly false information;
remove or modify any copyright, trademark, legal notices, or other proprietary notations from the Proprietary Materials or any other content available on the Site;
violate or attempt to violate the Site’s security mechanisms, attempt to gain unauthorized access to the Site or assist others to do so, or otherwise breach the security of the Site or corrupt the Site in any way;
co-brand or frame the Site or establish a link in such a way as to suggest any form or association, approval, or endorsement on our part, without the prior express written permission of an authorized representative of AJAXCourses;
use any portion of the Site to aid in transmitting, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation;
post to the Interactive Services or any other portion of the Site any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, defamatory, or libelous content;
use the Site or its contents (including User Content) to recruit, solicit, or contact in any form other users or potential users for employment or contracting for a business not affiliated with us without the prior express written permission of an authorized representative of AJAXCourses;
use or attempt to use the Site to store or transmit software viruses, worms, time bombs, Trojan horses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm us or users of the Site or expose them to liability; and/or
use the Site in any manner that could disable, overburden, damage, or impair the Site, interfere with any other party’s use of the Site (including their ability to engage in real time activities through the Site), or otherwise attempt to interfere with the property working of the Site.
(c) Restricted Use of Site. We may suspend, revoke, deny, or disable your access or the access of any of your Subscribers if you or they have violated any provisions of these Terms of Use, including the DOs and DON’Ts above, as determined by us in our sole discretion. We reserve the right to monitor use of the Site and reserve the right to revoke or deny access to users whose usage behavior exceeds normal limits, suggesting Prohibited Conduct. The term “normal limits” will be determined solely by AJAXCourses.

(d) Geographic Restrictions. The applications, mobile applications, functionalities, content, materials, and other services that may be available on or through the Site from time to time, are subject to United States Export Controls. No content or functionality from the Site may be downloaded or exported (i) into (or to a resident of) Cuba, Libya, North Korea, Iran, Syria, or any other country subject to an applicable embargo or other trade restriction by any government regulatory agency having jurisdiction, or (ii) by or to any person or entity on the United States Treasury Department’s list of Specially Designated Nationals (SDN) or the United States Commerce Department’s Consolidated Screening List (CSL). By downloading or using any content or functionality, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. Although the Site may be accessible worldwide, we make no representation that materials on the Site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal, is prohibited. Those who choose to access the Site from other locations do so at their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Site is void where prohibited.

9. REPRESENTATION, WARRANTIES, AND COVENANTS

(a) Authority. You and AJAXCourses each represent, warrant, and covenant that it has the full power and authority to: (i) enter into an agreement subject to these Terms of Use; (ii) perform its obligations hereunder, and that its performance hereunder does not conflict with, limit, or be contrary to any other agreement; (iii) and that by so doing does not violate any applicable laws or any contractual relationship.

(b) AJAXCourses Intellectual Property. We represent, warrant, and covenants that: (i) we have and will have all rights, titles, licenses, intellectual property, permissions and approvals necessary in connection with our performance under these Terms of Use and to grant you the License and rights granted hereunder; and (ii) neither the Site (including the Proprietary Material), nor the provision or utilization thereof as contemplated under these Terms of Use, will infringe, violate, trespass or in any manner contravene or breach or constitute the unauthorized use or misappropriation of any intellectual property of any third party.

(c) Reliance and Functionality. AJAXCourses does not warrant that the content or functions of the Site will meet your requirements or that the operation of the Site will be uninterrupted or error free. The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents. The Site (including without limitation our blogs) and Interactive Services may include content provided by third parties, including materials provided by other users, bloggers, or third-party licensors, syndicators, aggregators, and reporting services. All statements and opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by AJAXCourses, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of AJAXCourses. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

(d) Availability of Site. You recognize that the traffic of data through the Internet may cause delays during the download of information from the Site, and accordingly, you agree not to hold us liable for delays that are ordinary in the course of Internet use. You further acknowledge and accept that the Site may not be available on a continual twenty-four hour basis due to such delays, delays caused by the our upgrading, modification, or standard maintenance of the Site, or any other delays outside of our control.

(e) Third-party Links, SSO, OAuth, etc. If the Site contains links to other sites and resources provided by third parties, including without limitation single-sign on services (SSO) or OAuth resources (e.g. Facebook, GitHub, LinkedIn, etc.), links or capabilities to share to social media websites, these links and resources are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links on the Site. We have no control over the contents, software, or privacy practices of these third party sites, SSO, OAuth, or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

10. TERMINATION; CANCELLATION

(a) AJAXCourses’s Rights of Termination. You agree that we, in our sole discretion, may deactivate your account or otherwise terminate your use of the Site if we believe that you have (a) breached these Terms of Use; (b) infringed the intellectual property rights of a third party; (c) posted, uploaded or transmitted unauthorized User Content; or (d) violated or acted inconsistently with these Terms of Use, our Privacy Policy, the Mobile Terms, the Mentoring Terms, or any other applicable code of conduct. You agree that any deactivation or termination of your access to the Site for the foregoing reasons may be effected without prior notice to you and that AJAXCourses will not be liable to you nor any third party for any termination of your Account Information or subscription plan.

(b) Individual Plan Cancellation. An Individual Plan user may cancel his or her Individual Plan at any time via his or her account settings page, or by calling +1 (801) 784-9007, or by emailing contact@ajaxcourses.co. If you are dissatisfied for any reason with your Individual Plan subscription, your sole right and exclusive remedy is to terminate your Individual Plan. Other than as set forth herein, we will not offer refunds on any fees or charges related to your Individual Plan—this includes any partially used or unused periods for which you have already paid. Your obligation to pay fees continues through the end of the subscription period during which you cancel your Individual Plan.

(c) Business Plan Cancellation. With regard to Business Plan users, either the enterprise provisioning the Business Plan or AJAXCourses may terminate the Business Plan (or any Sales Order) prior to its expiration if the other party breaches these Terms of Use or the Sales Order, as applicable, and fails to cure said breach within thirty (30) days after receipt of written notice thereof. Except for instances arising from AJAXCourses’s uncured breach, all fees or charges related to your Business Plan are non-refundable and all unpaid fees are due and payable immediately upon termination.
(d) You acknowledge and agree that AJAXCourses may retain and store your information on AJAXCourses’s systems for archival purposes notwithstanding any termination or cancellation of your account or subscription plan.
11. INDEMNIFICATION

(a) Indemnification. You agree to defend, indemnify and hold harmless AJAXCourses, its directors, employees, licensors, independent contractors, providers, subsidiaries, and Affiliates, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns (each, a “AJAXCourses Indemnitee”) from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) (hereinafter, “Claims”) arising out of or relating to: (i) your violation of these Terms of Use, the Mobile Terms, or the Mentoring Terms; (ii) your User Content or Feedback posted to the Site; (iii) any use by you of the Site’s material, content, services, or products other than as expressly authorized in these Terms of Use; or (iv) your use of any information obtained from the Site.

(b) Indemnification Procedure. You agree to cooperate as fully as reasonably required in the defense of any Claims, including asserting any available defenses. We reserve the right, at our own expense, to assume the exclusive defense and control of any Claims or matter otherwise subject to indemnification by you and you may not in any event settle any Claims without our prior written consent.

12. NO WARRANTY; LIMITATIONS ON LIABILITY

(a) No Warranty. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. NEITHER AJAXCourses NOR ANY PERSON OR ENTITY ASSOCIATED WITH AJAXCourses MAKES ANY PROMISE, WARRANTY, OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER AJAXCourses NOR ANY PERSON OR ENTITY ASSOCIATED WITH AJAXCourses PROMISES, REPRESENTS OR WARRANTS THAT THE SITE OR CONTENT OBTAINED THROUGH THE SITE OR ANY PORTION THEREOF WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. AJAXCourses HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

(b) Limitation on Liability. IN NO EVENT WILL AJAXCourses, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO YOU, ANY OF YOUR AFFILIATES OR SUBSCRIBERS, OR ANY THIRD PARTY WITH RESPECT TO THE SITE OR THE SUBJECT MATTER OF THESE TERMS OF USE UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF FORESEEABLE, FOR: (i) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF THE AMOUNT YOU HAVE PAID TO AJAXCourses FOR THE SITE IN THE THREE (3) MONTHS IMMEDIATELY PRIOR TO LIABILITY ARISING; (ii) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE, OR LOSS OF GOODWILL; (iii) DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iv) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR (v) FOR ANY ACTIONS OF, OR SERVICES PROVIDED BY, THIRD-PARTY SERVICE PROVIDER BUSINESSES OR INDEPENDENT CONTRACTORS PROVIDING SERVICES ON BEHALF OF AJAXCourses.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13. MODIFICATION TO TERMS OR THE SITE

(a) Changes to these Terms of Use, Privacy Policy, or Mobile Terms. We reserve the right to change or modify these Terms of Use, our Privacy Policy, the Mobile Terms, or the Mentoring Terms in our sole discretion at any time. Any such change or modification will be effective immediately upon posting to the Site and apply to all access, use, and viewing of the Site thereafter; however, any changes to the dispute resolution provisions set forth in the Governing Law and Jurisdiction Section of these Terms of Use will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Site. We will take reasonable steps to notify you of any such changes or modifications, but you agree to review the Site periodically to be aware of any changes or modifications. Notwithstanding anything to the contrary, your continued use of the Site will be deemed your conclusive acceptance of all such changed or modified terms and conditions.

(b) Changes to the Site. AJAXCourses may at any time, without notice or liability, change or eliminate any content or feature of the Site or any portion thereof, or restrict the use of any portion of the Site. Your only right with respect to any dissatisfaction with any service-related change or elimination is to cease use of the Site. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any reason.

(c) Rights of Dissatisfaction. Your only right with respect to any dissatisfaction with any modification, service-related change, or elimination made pursuant to this Section, or any policies or practices of AJAXCourses in providing the Site, is to cease use of the Site.

14. GENERAL

(a) Non-Waiver. Failure by AJAXCourses to enforce any provision(s) of these Terms of Use will not be construed as a waiver of any provision or right.

(b) Severability. If any provision of these Terms of Use is found to be illegal, void, or unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions of these Terms of Use.

(c) Governing Law and Jurisdiction. These Terms of Use are governed by and will be construed in accordance with the laws of the State of Utah, without reference to (i) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties, (ii) the United Nations Convention on Contracts for the International Sale of Goods, or (iii) other international laws. Should any dispute arise with regard to this Agreement, the parties agree to first work in good faith to resolve such dispute, and neither party may commence any action with regard to such dispute until thirty (30) days have passed from the time such party has provided written notice to the other party of the nature of such dispute, provided that nothing herein will prevent us from seeking injunctive relief in the event of your actual or threatened breach of any terms of these Terms of Use.

(d) Notice. Any notice which may be required to be given under these Terms of Use, will be given: (i) by Plurasight to you via e-mail to the e-mail address you maintain in your account settings or by notifying you electronically by displaying the notice in the Site; (ii) by you to us in any commercially reasonable manner, including certified mail, return receipt requested, e-mail, or any other customary means of communication at the applicable mailing address set forth below, as may be updated from time to time. Any notice given otherwise than in accordance with this Section will be deemed ineffective.

All other feedback, comments, requests for technical support or other communications relation to the Site should be directed to: contact@ajaxcourses.co.

(e) No Agency. Nothing in these Terms of Use will be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor, or employee of the other. Neither AJAXCourses nor any other party to these Terms of Use has, or may hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that is binding on the other, except as provided for herein or authorized in writing by the party to be bound.

(f) Assignment. We may freely transfer or assign any portion of our rights or delegate our obligations under these Terms of Use. You may not assign or otherwise transfer your rights, obligations, or duties under these Terms of Use, in whole or in part, without our prior written consent, in our sole discretion. Any attempted transfer or assignment of these Terms of Use without the prior written consent of AJAXCourses will be null and void ab initio. These Terms of Use will be binding upon and will inure to the benefit of the permitted successors and assigns of each party to these Terms of Use.

(g) Miscellaneous. These Terms of Use, our Privacy Policy, the Mobile Terms, and the Mentoring Terms, together with each duly executed Sales Order (if applicable), constitute the sole and entire agreement between you and AJAXCourses with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site. The section titles used herein are displayed for convenience only and have no legal effect. Nothing in these Terms of Use confers any third party beneficiary rights or remedies. The inclusion of your purchase order number on any Sales Order, invoice, or other AJAXCourses-provided document is for reference purposes only and is not an acceptance by AJAXCourses of your terms or conditions contained therein or elsewhere. The terms on any such purchase order or similar document submitted by you to AJAXCourses will have no effect and are hereby rejected. If any dispute should arise between the parties hereto regarding the terms or subject matter of these Terms of Use or the enforcement or breach of such terms, then the party prevailing in such dispute, whether by out-of-court settlement or final judicial determination, will be entitled to recover from the non-prevailing party all costs and expenses of such dispute incurred by such prevailing party, including, without limitation, reasonable attorneys’ fees.