Terms of Use – Ivanti Advantage Learning

These Terms of Use were last updated on July 24, 2020.

Welcome to Ivanti Advantage Learning! The mission of Ivanti’s Advantage Learning Platform is to enable our customers to successfully use Ivanti products to do their jobs. This is a top priority for Ivanti and our commitment to our customers. As with all purchases of this kind, there is always a long Terms of Use section. Thank you for valuing training for your organization so that you get the most value from Ivanti’s products. 

1. INTRODUCTION

These Terms of Use (“Terms of Use”), as may be amended from time to time, together with any documents, policies, or terms they incorporate by reference (collectively, the “Terms”) are entered into by and between you and the applicable Ivanti entity described below (“Ivanti”, “we”, “our” or “us”).  In addition to your entity or organization, for purposes of these Terms, “you” includes, individually and collectively, any individual that you permit to visit, view, use, or access the Platform after purchasing the requisite licenses and rights to access. To the extent that you have entered into another written agreement with Ivanti that contains terms that directly conflict with any of these Terms, then the conflicted terms set forth in such other agreement will control.  Also, you acknowledge and agree the terms of the Ivanti End User License and Services Agreement (EULA) located at https://www.ivanti.com/company/legal/eula (or another version of the EULA that you have entered into separately with Ivanti) apply to you to the extent they do not conflict with these Terms.

These Terms apply to (a) all your activities on the Ivanti Advantage Learning website located at https://advantagelearning.ivanti.com (the “Platform”), and (b) your use of and participation in Ivanti Advantage Online Learning courses provided through the Platform.

By (i) visiting, viewing, using, or accessing the Platform, (ii) clicking “Agree”, “Purchase”, “Submit”, “Place Order”, or similar links, or (iii) accepting, signing, or confirming a quote or sales order (hereinafter, “Quote”) that includes a Subscription Plan (defined below), you acknowledge and agree that you have read, understand, and agree to be bound by these Terms, irrespective of whether you are a guest or a registered user of the Platform. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE PLATFORM. IVANTI’S ALLOWANCE OF YOUR USE AND ACCESS TO THE PLATFORM IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS.

All references to “Ivanti” shall mean the entity identified below based on the location of your domicile:

  • Ivanti, Inc., a Delaware corporation, if you are domiciled in the Americas, except Brazil.
  • Ivanti Comércio de Software Brasil Ltda, a Brazilian company, if you are domiciled in Brazil.
  • Ivanti Software K.K., a Japanese company, if you are domiciled in Japan.
  • Ivanti Software Technology (Beijing) Co., Ltd., a Chinese company, if you are domiciled in China.
  • Ivanti UK Limited, a limited company registered in England and Wales, if you are domiciled in any other location.

2. Privacy Policy

Your privacy is important to us, and we are committed to protecting your personal information. Any personal information submitted in connection with your use of the Platform is subject to our privacy policy found at https://www.ivanti.com/company/legal/privacy-policy (the “Privacy Policy”), which is hereby incorporated by this reference. 

3. Accounts

You need an account for most activities on our Platform, including to purchase and enroll in a course.  To access the Platform, you may be asked to provide certain information to help us create and maintain an Ivanti account for you. As such, it is a condition of your use of the Platform that all information you provide is correct, current, and complete. You agree that all information you provide 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 have complete responsibility for your account and everything that happens on your account, including for any harm or damage (to us or anyone else) caused by someone using your account without your permission. This means you need to be careful with your password. You may not transfer your account to someone else or use someone else’s account. If you suspect someone else is using your account, let us know by contacting our Support Team.

You may not share your account login credentials with anyone else. You must notify us immediately upon learning that someone else may be using your account without your permission (or if you suspect any other breach of security) by contacting our Support Team.

4. Course Enrollment and License Grant

When you enroll in a course or course bundle, you get a subscription license from us to view the course or courses via the Platform and no other use. You cannot transfer or resell courses in any way.  Specifically, we grant you a time-limited subscription license to access and view the course or courses you have purchased via the Platform, limited to the duration of the subscription purchased.  To reiterate, courses are licensed, and not sold, to you.  And the license granted to you following purchase does not give you any right to resell the course in any manner (including by sharing account information with any person or illegally downloading the course and sharing it on torrent sites).

In legal, more complete terms, following purchase of a subscription for a course or a course bundle, Ivanti grants you a limited, non-exclusive, non-transferable license for a single individual employed or contracted by your entity or organization to register, access, and view the courses and associated content for which you have paid all required fees, solely for non-commercial and educational purposes through the Platform, in accordance with these Terms and any conditions or restrictions associated with a particular course. All other uses are expressly prohibited. You may not reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer or use any course unless we give you explicit permission to do so in a written agreement signed by a Ivanti authorized representative.

5. Ivanti Subscription Plans and Payment

5.1 Subscription Plans.

  1. Scope and Term. The Ivanti Advantage Learning subscription plan you purchase, subscribe to, register for, order, or renew includes access to the course or course bundle and features described on the Platform for such plan (each a “Subscription Plan”).  Ivanti grants your employee or contractor identified by you on the Platform, and that individual alone, access to the Subscription Plan for the term length set forth at the time of purchase during online checkout (if the Subscription Plan is purchased on the Platform) or set forth on your Quote (if the Subscription Plan is purchased off Platform) (the “Initial Term”), all in strict accordance with these Terms. Any renewal of the Initial Term (or a Renewal Term), whether such renewal occurs by way of automatic renewal, or otherwise, shall be deemed a “Renewal Term”, and together with the Initial Term, the “Term”, as applicable.
  2. Transfer of Access Not Permitted. You acknowledge and agree that the user access is specific to the individuals you designate. Except as set forth in your Quote, access granted under these Terms are not transferable to any other individual for any reason, and you will take all commercially reasonable steps to prevent your users from granting access to the Platform to any other individuals, both in and outside of your organization.
  3. Automatic Renewal. Unless you terminate your Subscription Plan in accordance with Section 6.2(a) or provide written notice to Ivanti at least ninety (90) days’ prior to expiration of your then-current Term in accordance with Section 6.2(b), or unless otherwise set forth in your Quote, you understand and agree that at the end of each applicable Term we will automatically renew your Subscription Plan for a subsequent period of twelve (12) months and invoice you for payment for the Renewal Term up to thirty days prior to your renewal date at the then-applicable price for your Subscription Plan.

5.2 Payment. Access to the Platform is expressly conditioned on timely payment of the then-applicable fee for your Subscription Plan in the amount set forth during online checkout or in a Quote. Your use of and access to the Platform is expressly conditioned upon timely payment of the applicable fee(s) associated with your Subscription Plan and is governed by these Terms. We reserve the right to increase or decrease any fee at any time; however, to the extent you have paid your fee(s) in advance, the increase or decrease will not become effective for your Subscription Plan until the end of your current Term.

  1. Payment Method. By registering for or subscribing to a Subscription Plan and providing billing information through online checkout on the Platform, you grant us and our authorized third-party payment processor(s) the right to process payment using the debit card, credit card, bank information, third-party payment provider you provide, authorize, or maintain on your account (individually, and collectively, “Payment Method”).

  2. Payment by Invoice. If you choose to be invoiced (or choose to have a third-party payment provider or reseller be invoiced on your behalf) rather than using online checkout, you will be billed upon acceptance of a Quote. You hereby agree that payment is due as of the date of any Ivanti invoice, payable within thirty (30) days of said date. 

  3. Collection Methods. If your payment method fails, or if 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 Term and regardless of whether you terminate or cancel your Subscription Plan during such Term.  Late payments will bear an additional 1.5% interest monthly, plus taxes if applicable, which additional interest will be compounded daily.

  4. Suspension Because of Nonpayment. If payment is not received within the required time period, or if we are unable to renew your Subscription Plan based on inaccurate or outdated payment information, we may suspend your access to the Platform (including all of your users’ access) until payment is received. In the event we suspend your Subscription Plan because of nonpayment and reinstate access to the Platform after you have made payment, no additional time will be added to the then-applicable Term.

  5. Chargebacks. If you file a chargeback disputing charges made to Payment Method by Ivanti and the chargeback is granted, your account will be deactivated.

  6. Excess Use. If you use the Platform or your Subscription Plan in violation of the scope granted hereunder, including but not limited to unauthorized rotation of your Subscription Plan to others (“Excess Use”), Ivanti may, in its sole discretion, invoice you for the Excess Use, at the rates set forth in the applicable Quote or, in the absence thereof, at our current list price for your applicable Subscriptions for such Excess Use.

  7. Taxes. Payment is exclusive of taxes. When processing your payment method or invoicing, 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 Ivanti’s income, imposed by any federal, state, or local governmental entity on any amounts payable by you under these Terms of Use or any Quote. We will remit taxes collected, if any, to the appropriate taxing authority.

6. TERMINATION; CANCELLATION FEES

6.1 Ivanti’s Rights of Termination. You agree that we may suspend or deactivate your account or terminate your Subscription Plan if we believe that you have (a) breached these Terms; (b) infringed the intellectual property rights of a third party; (c) posted, uploaded or transmitted unauthorized User Contributions; or (d) violated or acted inconsistently with these Terms, our Privacy Policy, or any other applicable policies. You agree that any such suspension, deactivation or termination for the foregoing reasons may be effected without prior notice to you and that Ivanti will not be liable to you or any third party for any deactivation of your account or termination of your Subscription Plan.

6.2 Customer’s Rights of Termination.

  1. Termination for Cause. Either you or Ivanti may terminate your Subscription Plan previously purchased if the other party breaches these Terms and fails to cure said breach within thirty (30) days after receipt of written notice thereof. Except for instances arising from Ivanti’s uncured breach, all fees or charges related to your Subscription Plan are non-refundable and all unpaid fees are due and payable immediately upon termination.
  2. Termination Prior to Renewal​ Your Subscription Plan may be terminated effective upon expiration of the then-current Term by sending written notice of such termination to Ivanti at least ninety (90) days prior to the expiration of the then-current Term; however, any fees unpaid at the time of such termination shall remain due and payable. For avoidance of doubt, in the event that your Subscription Plan is for a multiple year Term, any termination under this section will only be permitted at the end of that Term. With respect to any Term still in effect as of the date of such early termination, your Subscription Plan will remain active to the end of your then-current Term to the extent your fee(s) have been paid; provided that these Terms will continue in effect and govern such Term until its expiration or earlier termination for cause.  All termination requests made pursuant to this Section must be provided to Ivanti in accordance with Section 14.5 no later than ninety (90) days in advance of the expiration of the then-current Term.
  3. No Refunds. Refunds will not be given if you cancel your Subscription Plan or delete your account prior to the end of your Term.

6.3 You acknowledge and agree that Ivanti may retain and store your information on Ivanti’s systems for archival purposes notwithstanding any termination or cancellation of your account or Subscription Plan.

7. PROPRIETARY MATERIALS

7.1 Use of Ivanti’s Proprietary Materials. The Platform contains copyrighted materials, trademarks, proprietary and confidential information, and intellectual property of Ivanti and licensors of Ivanti (collectively, “Proprietary Materials”), including without limitation 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 Materials. Proprietary Materials may only be accessed through the Platform, and not by or from any other site or means. The right of access to the Platform does not grant to you any right to download or store any Proprietary Materials in any medium, other than (i) downloadable content that may be provided in connection with your Subscription Plan, including exercise files, and Course slides and (ii) files that are automatically cached by your web browser for display purposes.  These materials and content 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.

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

7.3 Ivanti Copyright and Marks. The entire Platform is protected by copyright. Complying with all applicable copyright laws is your responsibility. “Ivanti” and other Ivanti marks and logos are service marks and trademarks of Ivanti.

7.4 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 Platform 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 see our Copyright Policy at https://www.ivanti.com/company/legal/copyright-policy for instructions on sending us a notice of copyright infringement.

8. USER CONTRIBUTIONS

8.1 The Platform may provide you with the ability to upload, post, submit, publish, or transmit information to the Platform, other users, or to third parties or to participate in live in-person or online courses by means of audio and/or video (“User Contributions”).  

  1. Any User Contributions you post to the site will be considered non-confidential and non-proprietary. By providing User Contributions on the Platform, you grant us and our affiliates and service providers, and each of their and our respective successors and assigns, the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such User Contributions.

  2. To the extent that you provide any User Contributions, you represent and warrant that (a) you have all necessary rights, licenses and/or clearances to provide such User Contributions as provided above, (b) such User Contributions is accurate and reasonably complete, (c) such User Contributions does not and will not infringe or misappropriate any third-party rights or constitute a fraudulent statement or misrepresentation or unfair business practices, (d) all your Use Contributions comply with these Terms, (e) you are responsible for any User Contributions you upload or provide to the Platform (including its reliability, accuracy, and appropriateness) and for complying with applicable laws relating thereto, including export control regulations, and (f) you agree to comply with all applicable rules regarding online conduct and acceptable content we may post on the Platform from time to time, including the Content Standards set forth in Section 8.4 below.
     

8.2 Monitoring and Enforcement. We have the right to:

  1. remove or refuse to post any User Contributions for any or no reason in our sole discretion;
  2. take any action with respect to any User Contributions that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contributions violates these Terms, including the Content Standards set forth below, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create risk or liability for Ivanti;
  3. 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;
  4. take appropriate legal action, including without limitation referral to law enforcement for any illegal or unauthorized use of the Platform; and
  5. terminate or suspend your access to all or part of the Platform for any violation of these Terms.

8.3 Review of User Contributions. Notwithstanding anything to the contrary, we have no obligation to review any User Contributions or materials before they are posted on the Platform, and we 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, and we have no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section.

8.4 Content Standards. These content standards (“Content Standards”) apply to any and all User Contributions. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  • contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
  • promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
  • infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;
  • violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms;
  • be likely to deceive any person;
  • promote any illegal activity, or advocate, promote, or assist any unlawful act;
  • cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
  • impersonate any person, or misrepresent your identity or affiliation with any person or organization;
  • involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; and
  • give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

9. RESTRICTIONS

9.1 Prohibited Conduct. As a condition of using the Platform, you agree that you will not:

  1. 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 Platform other than with regard to Authorized Downloadable Materials, subject to the limited permissions set forth herein;
  2. manually or systematically harvest, scrape, collect or otherwise extract information or data contained on the Platform, other than permitted use of Authorized Downloadable Materials or temporary storage of video materials for offline viewing (if permitted by your Subscription Plan);
  3. permit or provide others access to the Platform;
  4. impersonate or attempt to impersonate Ivanti, an Ivanti 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;
  5. remove or modify any copyright, trademark, legal notices, or other proprietary notations from the Proprietary Materials or any other content available on the Platform;
  6. violate or attempt to violate the Platform’s security mechanisms, attempt to gain unauthorized access to the Platform or assist others to do so, or otherwise breach the security of the Platform or corrupt the Platform in any way;
  7. co-brand or frame the Platform 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 Ivanti;
  8. use any portion of the Platform 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;
  9. use the Platform or its contents (including User Contributions) 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 Ivanti;
  10. use or attempt to use the Platform 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;
  11. engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Platform or a Course, or which, as determined by us, may harm us or users of the Platform or attendees of a Course or expose them to liability; and/or
  12. use the Platform in any manner that could disable, overburden, damage, or impair the Platform, interfere with any other party’s use of the Platform (including their ability to engage in real time activities through the Platform), or otherwise attempt to interfere with the proper working of the Platform.

9.2 Restricted Use of Platform. We reserve the right to monitor use of the Platform and to suspend, revoke, deny, disable, or terminate your access or the access of any of your users if you or they violate any provisions of these Terms or if your or their usage behavior exceeds reasonable limits, as determined in our sole discretion.

9.3 Export Controls. The Platform and its features are subject to United States export controls. No Platform content or materials may be downloaded or exported (i) into (or to a resident of) Cuba, Sudan, North Korea, Iran, Syria, the Crimea region of the Ukraine 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 accessing or using the Platform, 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 Platform may be accessible worldwide, we make no representation that the Platform is appropriate or available for use in locations outside the United States, and accessing the Platform from territories where its contents or materials are illegal, is prohibited. Those who choose to access the Platform 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 Platform is void where prohibited.

10. REPRESENTATION, WARRANTIES, AND COVENANTS

10.1 Your Representations and Warranties. You represent and warrant that:

  1. You are over the age of 18 or the age of consent for online services in the country from which you are accessing the Platform as all portions of the Platform are intended for only individuals over 18 or the age of consent for online services in the country from which you are accessing the Platform.  If you are under 18 years of age or the age of consent for online services in the country from which you are accessing the Platform, you may not register for an account or otherwise use the Platform.
  2. You are solely responsible for all service, telephony, data charges, and other fees and costs associated with your access to and use of the Platform, including without limitation maintaining all internet, browser software and extensions, computer hardware, telephone, and other equipment required for such access.

10.2 Authority. You and Ivanti each represent, warrant, and covenant that it has the full power and authority to: (i) enter into an agreement subject to these Terms; (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, it does not violate any applicable laws or any contractual relationship.

10.3 Reliance and Functionality. Ivanti does not warrant that the content or functions of the Platform will meet your requirements or that the operation of the Platform will be uninterrupted or error free. The content and materials presented on or through the Platform 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 or related to any reliance placed on our materials by you, your users, or any other visitor to the Platform, or by anyone who may be informed of any of its contents. The Platform may include content provided by third parties, including materials provided by other users, bloggers, or third-party licensors. All statements and opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Ivanti, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Ivanti.

10.4 Availability of Platform. You recognize that the traffic of data through the Internet may cause delays during your use of or access to the Platform, 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 Platform may not be available on a continual 24-hour basis due to such delays, delays caused by our upgrading, modification, or standard maintenance of the Platform, or any other delays outside of our control.

11. INDEMNIFICATION

11.1 Indemnification. You agree to defend, indemnify and hold harmless Ivanti, 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 from and against any third-party 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; (ii) any information you post to the Platform; (iii) any use by you of the Platform’s courses, material, content, or services other than as expressly authorized in these Terms; or (iv) your use of any information obtained from the Platform.

11.2 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

12.1 No Warranty. EXCEPT FOR THOSE WARRANTIES OUTLINED HEREIN, THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. NEITHER IVANTI NOR ANY PERSON OR ENTITY ASSOCIATED WITH IVANTI MAKES ANY PROMISE, WARRANTY, OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER IVANTI NOR ANY PERSON OR ENTITY ASSOCIATED WITH IVANTI PROMISES, REPRESENTS OR WARRANTS THAT THE PLATFORM OR CONTENT OBTAINED THROUGH THE PLATFORM OR ANY PORTION THEREOF WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ITS CONTENT OR MATERIALS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. IVANTI 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 A PARTICULAR PURPOSE.

12.2 Limitation on Liability. IN NO EVENT WILL IVANTI, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO YOU, ANY OF YOUR USERS, OR ANY THIRD PARTY WITH RESPECT TO THE PLATFORM OR THE SUBJECT MATTER OF THESE TERMS 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 IVANTI IN RELATION TO COURSES OR BUNDLES ON THE PLATFORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; (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) USER CONTENT OR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iv) FOR ANY MATTER BEYOND IVANTI’S REASONABLE CONTROL; OR (v) FOR ANY ACTIONS OF, OR SERVICES PROVIDED BY, THIRD-PARTY SERVICE PROVIDERS OR INDEPENDENT CONTRACTORS PROVIDING SERVICES ON BEHALF OF IVANTI OR VIA THE PLATFORM.  THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13. CHANGES TO TERMS OR THE PLATFORM

13.1 Changes to these Terms.We reserve the right to change or modify these Terms, our Privacy Policy, or any terms they incorporate by reference in our sole discretion and at any time. Any such change or modification will be effective immediately upon posting to the Platform; however, any changes to Section 14.3 (Governing Law and Jurisdiction) 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 Platform. We will take reasonable steps to notify you of any changes or modifications, but you agree to review the Platform periodically to be aware of any changes or modifications.  Notwithstanding anything to the contrary, your continued use of the Platform and any other Ivanti-provided services will be deemed your conclusive acceptance of all such changed or modified terms and conditions.

13.2 Changes to the Platform. Ivanti may at any time, without notice or liability, change or eliminate any content or features of the Platform or any portion thereof, or restrict the use of any portion of the Platform. We will not be liable if, for any reason, all or any part of the Platform is unavailable at any time or for any reason.

14. GENERAL

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

14.2 Severability. If any provision of these Terms 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.

14.3 Governing Law and Jurisdiction. These Terms, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to these Terms, or the negotiation, execution, or performance under these Terms (including any claim or cause of action based upon, arising out of, or related to any representation or warranty made in or in connection with these Terms or as an inducement to agree to these Terms), are governed by and will be construed and enforced in accordance with the laws of the State of Utah, including its statute of limitations, without reference to (i) any conflicts of law principles 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. Any action or other judicial proceeding for the enforcement of these Terms or any of its provisions shall be instituted only in the courts of the State of Utah.

14.4 Compliance with Legal Requests. Without limiting the foregoing, we have the right to fully cooperate with any valid legal process from a law enforcement authority with jurisdiction that requests or directs us to disclose customer data or other information on the Platform. 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.

14.5 Notice. Any notice which may be required to be given under these Terms, will be given: (a) by Ivanti 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 Platform; (b) 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.

Ivanti
10377 South Jordan Gateway, Suite 110
South Jordan, Utah 84095
Attn: Legal Counsel
Email: [email protected]

All other feedback, comments, requests for technical support, or other communications relating to the Platform should be directed to the Ivanti support team at https://www.ivanti.com/support/contact.

14.6 No Agency. Nothing in these Terms will be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor, or employee of the other. Neither Ivanti nor any other party to these Terms 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 party, except as provided for herein or authorized in writing by the party to be bound.

14.7 Equitable Relief. You acknowledge that a breach of these Terms 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.

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

14.9 Miscellaneous. These Terms and any terms that incorporate these Terms by reference, together with each Quote, as applicable, constitute the sole and entire agreement between you and Ivanti with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform. The section titles used herein are displayed for convenience only and have no legal effect. Nothing in these Terms confers any third-party beneficiary rights or remedies. The inclusion of your purchase order number on any Quote, invoice, or other Ivanti-provided document is for reference purposes only and is not an acceptance by Ivanti of your terms or conditions contained therein or elsewhere. The terms on any such purchase order or similar document submitted by you to Ivanti 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 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.