TERMS OF SERVICE
LAST UPDATED: 09/09/2020
Applicability. This Agreement covers:
Your access and use of https://learn.seedtalent.com, https://shop.seedtalent.com and any other educational website(s) operated by SEED (collectively, the “Sites”);
Your free trial, purchase of, or subscription to online education content accessible via the Sites (the “Online Services”);
Any and all user’s manual(s), instructor’s manual(s), course material(s), video material (including Course Videos, as defined below), audio material, text, images, graphics, and other content available on the Sites or in any other way by or on behalf of SEED in connection with your access, download and/or use of the Online Services (the “Content”).
Use of the Site and Content. You may only make noncommercial uses of the Site and the Content. You may access the Course Videos for your own personal use and download any Course Videos for which a downloading option is offered on the Site; provided, however, that except as expressly set forth below you may not retransmit, publish, distribute, display or otherwise make available any of the Course Videos or other Content to others. In no event may you alter or modify the Course Videos or any other Content, including, without limitation, by adding any advertisement or other material or by interfering with the viewing of any Content. You agree to retain all copyright and other notices on any Content you obtain from the Site. None of the foregoing restrictions will apply to your own User Content (as defined below).
Rules of Conduct. Account holders will be able to participate in online discussion forums and to submit or post comments, profiles and/or other content on the Site (collectively, “User Content”). You are solely responsible for any User Content you post or submit to the Sites, and for the consequences of posting or submitting it. By posting or submitting User Content to the Site, you grant us the nonexclusive, worldwide, irrevocable, fully paid, perpetual right and license to use, reproduce, prepare derivative works of, distribute, display, perform, and otherwise make available your User Content in connection with the Sites and for our broader educational purposes, including without limitation for promoting or redistributing part or all of the Sites (and derivative works thereof) in any manner or media, and to authorize others to do the foregoing. By posting or submitting User Content to the Sites, you represent and warrant that you have the right to grant us the foregoing rights, and that neither your User Content nor our use of it as permitted under the foregoing license will infringe or violate anyone else’s rights. You agree not to submit or post any content, or engage in any other activity in connection with the Sites, that:
Is obscene or contains pornography
Violates any law or regulation
Is intentionally false or misleading
Defames, threatens, or harasses anyone
Is harmful, dangerous, abusive, or intended to incite violence or any act(s) of hate
Contains or utilizes any computer virus, other malicious code, or program that may damage or interfere with the operation of any system, or may unlawfully intercept any data or personal information
Contains or consists of advertising or any form of commercial solicitation or activity
Infringes anyone’s copyright, patent, trademark or other proprietary rights, or rights of privacy or publicity
Otherwise interferes with the functioning of the Sites or other users’ use or enjoyment of the Site
You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “worms,” “Trojan horses,” or other automated programs to access the Site. You will not obtain or attempt to obtain any personally identifiable information from any other users or third parties from the Site.
SEED may make certain content, software or other electronic materials (including all files, text, URLs, video, audio and images contained in or generated by such materials, and accompanying data) (collectively “SEED Materials”) available to you from this Site, from time to time. If you download or use SEED Materials, you agree that such materials are licensed for your limited personal use only and not sold or assigned and: (i) may only be used for your personal and non-commercial use, (ii) may not be modified, used to create a derivative work, incorporated into any other work or otherwise exploited without SEED’s prior written permission, and (iii) shall be only be used in compliance with any additional license terms accompanying such materials. SEED does not transfer either the title or the intellectual property rights to the SEED Materials, and retains full and complete title to the SEED Materials as well as all intellectual property rights therein. You agree not to sell, share, redistribute, or reproduce the SEED Materials. You further agree not to decompile, reverse-engineer, disassemble, or otherwise convert any compiled SEED Materials into a human-perceivable form. SEED or its licensors own all related trademarks and logos, and you agree not to copy or use them in any manner.
Third Party Platforms. SEED uses certain third-party software platforms to deliver its content and collect information. These include, but are not limited to Bullhorn Recruiting Software, Coassemble Learning management System and Linkfuse Staffing Software. You agree to be bound by the terms of services contained in their platforms as well as the terms contained herein.
Copyright Complaints. We respect the intellectual property rights of others. If you believe your copyright has been violated on the Site, please notify us as set forth below. Please direct all other communications concerning the Site to firstname.lastname@example.org.
Notices. If you are a copyright owner or an agent thereof and believe that any part of the Site infringes upon your copyright(s), you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing SEED’s Copyright Agent (identified below) with the following information in writing:
A physical or electronic signature of a person authorized to act on behalf of the owner of the work that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit SEED to locate the material;
Information reasonably sufficient to permit us to contact you, such as an address, telephone number or email address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Copyright Agent. Our designated Copyright Agent to receive notifications of claimed infringement is email@example.com. Only claimed infringement notifications may be sent to the Copyright Agent.
User Accounts. You may register with the Sites and establish a student account. If you register, you agree to provide accurate and complete information when creating or updating your account. You are solely responsible for the activity that occurs on your account and for making payment for all Content in full when due. You must keep your account password secure. You agree to notify us immediately of any unauthorized use of your account or other breach of security. You may not use another’s account without permission. You understand and agree that, in addition to the foregoing restrictions, we reserve the right to change, remove, alter or delete any Account at any time and for any reason in our sole discretion. You will be responsible for the confidentiality and use of your username and password and agree not to transfer your right to use or access this Site via your username or password to any third person.
Nonpayment. If for any reason SEED is unable to charge your payment method for the full amount owed for the Online Services purchased or ordered by you, or if SEED receives notification of a chargeback, reversal or payment dispute, or is charged a penalty for any fee it previously charged to your payment method, SEED may deem such nonpayment or penalty a material breach of this Agreement by you. If you do not cure such breach within 10 days after receiving notice from SEED, SEED may suspend any or all Services. If such breach is not cured by you within 30 days after receiving notice from SEED, SEED may pursue all available lawful remedies in order to obtain payment, including costs of collection.
Account and Records. SEED also reserves the right to charge you any direct costs, plus reasonable administrative fees or processing fee, up to $50/hour for: (i) tasks SEED may perform outside the normal scope of its Services; (ii) additional time and/or costs SEED may incur in providing its Services; and/or (iii) your noncompliance with this Agreement (as determined by SEED in its sole and absolute discretion). Typical administrative or processing fee scenarios include, but are not limited to: (A) customer service issues that require additional personal time or attention; and (B) recouping any and all costs and fees, including the cost of Services, incurred by SEED as the results of chargebacks or other payment disputes brought by you, your bank or payment method processor. These administrative fees or processing fees will be billed to the payment method you have on file with SEED.
Links. Any links on the Sites to third-party websites are provided solely as a convenience to you. We do not approve or endorse the content of linked third-party sites, and you agree that we will have no responsibility or liability in connection with your use of any linked third-party sites.
HIPAA. Our Services do not contain any protected health information. You agree that you will not post protected health information in violation of HIPAA. You may report a suspected HIPAA violation to us at firstname.lastname@example.org.
Children’s Privacy. We are committed to protecting the privacy of children. You should be aware that our sites are not intended or designed to attract children under the age of 13. We do not permit access to the Sites for anyone under the age of 18 and do not collect personally identifiable information from any person we actually know is a child under the age of 13.
All SEED Sites are designed for informational purposes only and are neither designed for the promotion or sale of cannabis or cannabis products nor calculated to induce sales of cannabis or cannabis products in any way.
Disclaimer of Warranties. THE SITES AND THE CONTENT ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR COLLABORATORS, LICENSORS, INSTRUCTORS, CONTENT PROVIDERS (EXCLUDING PROVIDERS OF USER CONTENT), AND DISTRIBUTORS (COLLECTIVELY, OUR “COLLABORATORS”) DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR OTHERWISE) REGARDING THE SITE OR THE CONTENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE AND OUR COLLABORATORS MAKE NO WARRANTY ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, SUFFICIENCY OR QUALITY OF THE SITE OR THE CONTENT, NOR THAT ANY PARTICULAR CONTENT WILL CONTINUE TO BE MADE AVAILABLE. WE DO NOT APPROVE OR ENDORSE ANY USER CONTENT OR CONTENT PROVIDED BY OTHERS. NEITHER OUR COLLABORATORS NOR WE WARRANT THAT THE SITE WILL OPERATE WITHOUT ERROR OR INTERRUPTION, OR THAT THE SITE OR ITS SERVER IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MATERIALS.
Due to technical difficulties with the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information contained on this Site. Due to the ability to share certain content and materials, computer viruses or other destructive programs may also be inadvertently downloaded from this Site. SEED shall not be responsible or liable for any software, computer viruses or other destructive, harmful or disruptive files or programs that may infect or otherwise impact your use of your computer equipment or other property on account of your access to, use of, or browsing on this Site or your downloading of any user materials or other content from this Site. SEED recommends that you install appropriate anti-virus or other protective software.
Release. If you have a dispute with one or more users of the Sites including (without limitation) with respect to any posting, commentary or other Content posted or otherwise provided by any such user on or through the Sites, you release and forever discharge SEED and its affiliates (and all officers, directors, employees, members, shareholders, managers, counsel, insurers, representatives, and agents thereof) from any and all claims (monetary or otherwise), demands, lawsuits, attorneys’ fees, costs, losses, liabilities and/or causes of action, whether under contract, tort, or any other theory of legal liability, and whether presently known or unknown, accrued, liquidated or contingent, arising out of or in any way connected with such dispute. You hereby waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
Arbitration; Waiver of Jury Trial. You hereby waive any and all rights to a trial by jury and agree that any and all Claims will be heard and resolved exclusively in a binding arbitration pursuant to the process set forth below and waive and agree not to assert any objection to such proceedings (including but not limited to any defense or objection of lack of proper jurisdiction or venue or inconvenience of forum). The arbitration procedure shall be conducted by a single arbitrator in the manner described in this Section. Within twenty (20) days after either party elects in writing to arbitrate an issue hereunder, the parties shall select a single arbitrator with experience in the provision of online education services or e-commerce. In the event the parties are unable to agree upon the arbitrator within said twenty (20) day period then either party, on behalf of both, may request appointment of such a qualified person by the American Arbitration Association pursuant to the Commercial Arbitration Rules then in force and the other party shall not raise any question as to such person’s full power and jurisdiction to entertain the application therefor and make the appointment. Within fifteen (15) business days following the appointment of the arbitrator, each party shall state in writing its position concerning the dispute supported by the reasons therefor with counterpart copies delivered to the arbitrator. If either party fails timely to submit its position, the position submitted by the other party shall be deemed correct, and the arbitration shall be deemed concluded. The arbitrator shall arrange for a simultaneous exchange of positions. The parties shall then have ten (10) days to respond to the position of the other party with counterpart copies delivered to the arbitrator and exchanged in the same manner. The arbitrator shall select which of the two proposed positions most closely approximates his determination of the correct position and shall have no right to propose a middle ground or any modification of either of the two proposed positions. The position he chooses as most closely approximating his determination shall constitute the decision of the arbitrator and be final and binding upon the parties. In the event of a failure, refusal or inability of the arbitrator to act, his successor shall be appointed by the American Arbitration Association. The arbitrator shall attempt to decide the issue within ten (10) business days after his receipt of the proposed positions. The arbitrator shall have the right to consult experts and competent authorities with factual information or knowledge concerning the dispute and the fees of such authorities shall be an expense of the arbitration. The unsuccessful party in such arbitration shall bear all expenses of such arbitration, including the reasonable attorneys’ fees and costs of the prevailing party.
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