Legal Policy Blackboard Training Services Agreement
1. By checking the I Read and Accept checkbox, you are consenting to be bound by the terms of this Blackboard Training Services Agreement (the Agreement) made by and between you (Customer) and Blackboard Inc., including its wholly owned subsidiaries (Blackboard). The parties agree to the terms of this Agreement as described below.
2. BLACKBOARD ONLINE TRAINING SERVICES (applicable to online training services only)
2.1 Blackboard shall provide online training services to Customer for the courses in which Blackboard has accepted the enrollment of Customer and Customer paid the applicable fees. The exact schedules for online training courses/workshops are published to the Blackboard Inc. website.
2.2 Online training class sizes are restricted to a maximum of 20 authorized end users to maintain an effective instructor-student ratio.
2.3 Each participant must possess basic Web navigation and file management skills, an email address, and a computer with broadband internet access and standard software applications. Depending upon the class, students in online training courses should expect to spend six to fifteen hours per week reading assignments, completing exercises, and participating in discussion board forums. The client must provide the name(s) and email address(es) of each participant in advance of the course start date.
2.4 CANCELLATION FOR ONLINE TRAINING SERVICES - In the event that Customer cancels participation in a scheduled online course, Customer shall be billed for cancellation fees as follows:
- Prior to course start date: If the registered student needs to reschedule participation before the course start date, the Customer must notify Blackboard. Enrollments in Teaching and Learning Online certification series and/or advanced series courses are valid for one calendar year from the date of purchase. Blackboard will not refund any registration fees.
- After commencement of course: the then current registration fee per course
3. BLACKBOARD REGIONAL TRAINING EVENTS (applicable to regional training services only)
3.1 Blackboard shall provide online training services to Customer for the courses in which Blackboard has accepted the enrollment of Customer and Customer paid the applicable fees. Regional training events are held at Blackboard offices in Washington, DC and Phoenix, AZ, or other locations as specified by Blackboard.
3.2 The class size for regional training events is capped at 20 authorized end users to maintain an effective instructor-student ratio.
3.3 CANCELLATION FOR REGIONAL TRAINING EVENTS - In the event that the Customer cancels attendance at a scheduled regional training event, the Customer shall be billed for cancellation fees as follows:
- Prior to 7 business days before the scheduled event: no penalty
- 3-7 business days before the scheduled event: 50% penalty
- 0-3 business days before the schedule event: 100% penalty
4. All Blackboard training online training course registrations and/or regional event seats purchased pursuant to this Agreement must be used within one (1) year of the Effective Date.
5. Change in Training Event. Blackboard reserves the right to cancel online training courses and/or regional training events due to low attendance or extraordinary circumstances, in which case Customer may receive a credit or refund of any paid fees. Registered attendees will be notified one week prior to the start of the online training course and/or regional training event of any cancellation.
6. Customer Transfer. In extraordinary circumstances, participants may, in Blackboard's sole discretion, be allowed to withdraw and attend a regional training event or enroll in an online course at a later time without penalty or at a reduced penalty.
7. Eligible Customers. Blackboard training courses are intended only for faculty, staff, or students of institutions using Blackboard software. Customer represents that Customer is currently a faculty member, staff member or student of an institution using Blackboard software and that Customer shall not use such training for commercial purposes.
8. Course Materials. The training materials provided by Blackboard in conjunction with training services are proprietary to Blackboard and may not be reproduced, retransmitted, transformed, resold, or distributed or made available to the public. Blackboard retains all rights in and to the training materials and Customer may not use the materials other than for Custome's participation in the course.
9. Certification. Some Blackboard training programs are part of the certification program. If Customer is receiving training for which certifications are available, Customer must satisfactorily complete all course and certification requirements to the satisfaction of Blackboard to attain such certification. To maintain the highest standards of Blackboards training programs, attendance alone does not confer certification.
10. No Further Obligations. Except as required by this Agreement or as otherwise agreed to by the Parties in writing, Customer acknowledges that Blackboard has no obligation under this Agreement to provide any software, equipment, or services of any nature to Customer.
11. Contact Information. Customer hereby authorizes Blackboard to include and use Customer’s contact information for emails or mailings from Blackboard relating to the regional training events and/or online courses in which Customer has enrolled and Blackboard-provided products and services, support, product and service matters.
12. Disclaimers and Remedies.
THE FOLLOWING PARAGRAPHS OF THIS SECTION 12 ARE IMPORTANT LEGAL LANGUAGE. PLEASE READ THESE PARAGRAPHS CAREFULLY, AS THEY LIMIT BLACKBOARDS LIABILITY TO CUSTOMER.
12.1 Disclaimer of Warranty. EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS AGREEMENT ANY SERVICES ARE PROVIDED AS IS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLACKBOARD AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTIBILITY, TITLE, NON-INFRINGEMENT AND/OR QUIET ENJOYMENT.
12.2 Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BLACKBOARD OR ITS LICENSORS BE LIABLE TO CUSTOMER FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE SERVICES PROVIDED THEREIN, WHETHER OR NOT BLACKBOARD WAS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE:(A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). IN NO EVENT SHALL BLACKBOARDS CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE COURSE WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
12.3 Liability Not Excluded. Nothing in this Section 12 excludes or limits the liability of Blackboard to the Customer for death or personal injury caused by the negligence of Blackboard or any other liability which cannot be excluded by law.
12.4 Essential Basis. The Parties acknowledge and agree that the disclaimers, exclusions and limitations of liability set forth in this Section 12 form an essential basis of this Agreement, and that, absent any such disclaimers, exclusions or limitations of liability, the terms of this Agreement, including, without limitation, the economic terms, would be substantially different.
13. MISCELLANEOUS MATTERS
13.1 Severability. Should any term or provision of this Agreement be finally determined by a court of competent jurisdiction to be void, invalid, unenforceable or contrary to law or equity, the offending term or provision shall be construed (i) to have been modified and limited (or if strictly necessary, deleted) only to the extent required to conform to the requirements of law and (ii) to give effect to the intent of the Parties (including, without limitation, with respect to the economic effect of the Agreement), and the remainder of this Agreement (or, as the case may be, the application of such provisions to other circumstances) shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law.
13.2. Conflict Resolution. Except with respect to controversies or claims regarding either Party’s proprietary rights under this Agreement, in the event any controversy or claim arises in connection with any provision of this Agreement, the Parties shall try to settle their differences amicably between themselves by referring the disputed matter to their respective designated representatives for discussion and resolution. Either Party may initiate such informal dispute resolution by sending written notice of the dispute to the other Party, and if such representatives are unable to resolve such dispute within thirty (30) days of initiating such negotiations, either Party may seek the remedies available to such Party under law.
13.3 Governing Law. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of New York without reference to its conflicts of law provisions, and each Party irrevocably submits to the non-exclusive jurisdiction of the courts in or for the District of Columbia. The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
13.4 Modification and Waiver. No modification, amendment, supplement, or other change to this Agreement be effective unless set forth in writing and signed by duly authorized representatives of Blackboard and Customer. No waivers under this Agreement will be effective unless expressly set forth in writing and signed by a duly authorized representative of the Party against whom enforcement thereof is sought. The failure of either Party to insist upon strict performance of any provision of this Agreement, or to exercise any right provided for herein, shall not be deemed to be a waiver of such provision or right with respect to subsequent claims (unless expressly so stated in a valid amendment or waiver), and no waiver of any provision or right shall affect the right of the waiving Party to enforce any other provision or right herein.
13.5 Assignment. No right or obligation of Customer under this Agreement may be assigned, delegated or otherwise transferred, whether by agreement, operation of law or otherwise, without the express prior written consent of Blackboard, and any attempt to assign, delegate or otherwise transfer any of Customers rights or obligations hereunder, without such consent, shall be void. Subject to the preceding sentence, this Agreement shall bind each Party and its permitted successors and assigns.
13.6 Notices. Any notice or communication permitted or required hereunder shall be in writing and shall be delivered in person or by courier, sent by facsimile, or mailed by certified or registered mail, postage prepaid, return receipt requested, and addressed as set forth above or to such other address as shall be given in accordance with this Section 13.6, and shall be effective upon receipt.
13.7 Force Majeure. Except with regard to payment obligations, neither Party will be responsible for any failure to fulfill its obligations due to causes beyond its reasonable control, including without limitation, acts or omissions of government or military authority, acts of God, materials shortages, transportation delays, fires, floods, labor disturbances, riots, wars, terrorist acts or inability to obtain any export or import license or other approval or authorization of any government authority.
13.8 All Rights Reserved. All rights not specifically granted in this Agreement are reserved by Blackboard.
13.9 Relationship. Blackboard and Customer are independent contracting parties. This Agreement shall not constitute the Parties as principal and agent, partners, joint venturers, or employer and employee.
13.10 Entire Agreement. This Agreement constitutes the entire, full and complete Agreement between the Parties concerning the subject matter of this Agreement and supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations and warranties, and this Agreement prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the Parties relating to its subject matter. This means that Customer may not and should not rely on any sales or marketing materials provided to it by Blackboard. Blackboards only obligations to Customer related to the subject matter of this Agreement are set forth in this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall exclude or restrict the liability of either Party arising out of fraud or fraudulent misrepresentation.
(a) Party means either Blackboard or Customer.
(b) Effective Date means the date of purchase of services pursuant to this Agreement.