Smithline Training
Terms of Service

Updated: 12/1/2016

THEESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION CLAUSE, CLASS ACTION WAIVER AND OTHER PROVISIONS THAT LIMIT YOUR RIGHTS AND REMEDIES. READ THEM CAREFULLY.

WE ARE NOT A LAW FIRM AND DO NOT PROVIDE LEGAL ADVICE.

BY ACCESSING OR USING THIS SITE OR OUR SERVICE, YOU AGREE TO THESE TERMS.

1. ACCEPTANCE OF TERMS.

Smithline Training LLC (“Smithline Training” or “us” or “we”) welcomes you to our Service! The “Service” means smithtraining.staging.wpengine.com (including any related domains), any apps we release and any Courses (see Section 2 below) or other content, products or services we make available in whatever format now or in the future.

You must be 13 years old or older to use the Service.

You agree to these Terms: By using or accessing any part of the Service or purchasing a Subscription (see Section 2 below), you agree to these Terms of Service and any other policies or notices posted by us on the Service (together, the “Terms”) and our Privacy Policy. If you are accessing or using the Service on behalf of your company or firm, you represent that you are authorized to accept these Terms on behalf of such entity, and all references to “you” mean such entity.

We may change these Terms: We may change these Terms over time, so whenever you visit or use this Service, you agree to the version of the Terms then posted. If you don’t agree to the Terms, don’t use the Service. If you have purchased a Subscription, we will use reasonable efforts to notify you of any changes to the Terms in advance through the Service or email or otherwise. If you notify us that you don’t agree to the new Terms, and we don’t allow you to continue to use the Service under the existing Terms through the end of your Subscription, you may (as your sole remedy) terminate your Subscription and receive a refund for any Courses which have not then been viewed.

2. COURSES.

2.1 Course Format. We offer “Courses” consisting of access to: (i) an on-demand video “Episode”, (ii) one or more related pdf checklists, example forms, presentation slides or other learning “Tools”, and (iii) a group discussion “Roundtable”.

2.2 Subscriptions. Our Courses are made available on a per user, annual subscription basis (a “Subscription”). You may purchase access to an individual Course through a “Per Course Subscription” or access to all Courses through an “Unlimited Subscription.”

2.3 Access to Courses. Subject to compliance with these Terms (including the Restrictions in Section 6 below), each Subscription entitles one user to access a Course for one year as follows:

  1. a) Episode: You may access and view the Episode for the Course through the Service. Please do not share your log-in or access to the Episode with anyone else.
  2. b) Tools: You may download and use any Tool provided with an Episode for your personal, non-commercial, educational use only. You may also share a Tool within your company or firm, provided you do not remove any copyright or other notices from the Tool. You may not use a Tool as part of any product or service you provide to any third-party or otherwise share a Tool with anyone else. If you have any questions about using or sharing Tools, please contact us.
  3. c) Roundtable: You may participate in one Roundtable per Course. Please schedule your Roundtable within five days of completion of viewing the Episode. Roundtables may last up to one hour depending on participant questions and discussion. No CLE credits are issued for Roundtables and your participation is completely voluntary. The schedule for Roundtables will be as posted on the Service; they will be offered online and may, in our discretion, also be offered in-person in San Francisco. The instructor leading the Roundtable may or may not be the instructor who recorded the Episode. We may combine Roundtables for multiple courses in a series. Roundtables are for learning and discussion purposes only and should be used in a strictly non-commercial manner.

2.4 Availability of CLE Credits. CLE credits are available only if specified here for the particular Course on a per state, per credit type basis. You may claim CLE credit only once and for one state per Course. You are responsible for reporting your own CLE credits to your applicable state bar and for any reporting or other fees (other than as specified to be paid by the provider). Availability of credits may vary from state to state and within a state for different Courses. CLE qualification for certain Courses may expire during your Subscription term. Check the availability of CLE credits for any particular state of interest here. To the extent that for any reason CLE credit is not available as listed on the Service, your sole remedy will be to receive a refund of the fees paid for the Course upon request.

2.5 Changes to Courses and Service. From time to time we may add, remove or change any Episode, Tool or other element of a Course or the Service. You will be entitled to access any new versions of a Course we release during your Subscription term. We will use reasonable efforts to notify you of any removal of Courses. Decisions to purchase an Unlimited Subscription should be made based solely on the Courses available at the time of purchase; we make no assurance that additional Courses will be added.

2.6 Registration; Accounts; Passwords. You need to set up an account in order to purchase a Subscription and access Courses. When setting up your account, you must give us accurate and complete information. This means you cannot set up an account using someone else’s name or contact information, or a phony name or phony contact information. You have complete responsibility for your account and everything that happens on your account. If you find out that someone is using your account without your permission, you must let us know immediately. You may not transfer your account to someone else or use someone else’s account without their permission.

2.7 Interruptions to Service. You acknowledge that temporary interruptions in the availability of the Service may occur from time to time as normal events. Upon notice to you through the Service, we reserve the right to limit access to Courses in the event we detect fraud or otherwise reasonably believe account sharing or other violation of these Terms has occurred.

3. PURCHASES.

3.1 Fees and Payment. Fees for Per Course and Unlimited Subscriptions are as set forth on the Service. Discount codes or offers may not be combined and may expire. You are responsible for paying all fees and any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on our income. If your payment method fails or your account is past due, we may collect fees using other collection mechanisms. Fees may vary based on your location and other factors, and we reserve the right to change any fees at any time at our sole discretion. Any fee change will be effective immediately upon posting through the Service.

3.2 Refund Policy. We want you to be thrilled with the Service. We will refund any Per Course or Unlimited Subscription upon request to [email protected] within ten days of your purchase, provided you have not requested CLE credit. Once you have requested CLE credit or a certificate has been issued, no refunds will be issued. If you have any questions about this policy, or would like to request a Course substitution or other accommodation, please contact us.

4. NOT LEGAL ADVICE.

The information contained in our Courses (including Episodes, Tools and any answers or other information provided during Roundtables) is provided for informational purposes only. It should not be considered legal advice or a substitute for legal advice, and does not create an attorney-client relationship between you and Smithline Training or any individual or firm. Because this information is general, it may not apply to your individual legal or factual circumstances. You should not take (or refrain from taking) any action based on the information in any Course without first obtaining legal counsel.

5. USER CONTENT.

5.1 Content you Share. As part of a Roundtable or otherwise in connection with the Service, users may elect to share or upload questions, answers, comments, documents or other materials (“User Content”). Do not share any User Content that is inappropriate, illegal, offensive, knowingly inaccurate or for which you do not control all intellectual property rights. You agree that we may use User Content for any purpose in any manner without restriction and that it is strictly non-confidential. You are solely responsible for any User Content you post to the Service, and the consequences of posting or publishing it. We have the sole right, but not necessarily the obligation, to delete or edit at any time any User Content that we believe to be inappropriate for any reason.

5.2 Content you View. We generally do not monitor or review any User Content. We do not endorse any User Content or support any views, opinions, recommendations, or advice that may be in User Content. You agree not to hold us responsible in any way for your interactions with other users or use of any User Content.

6. RESTRICTIONS. You will not (and will not permit any third party to):

  1. copy or modify any part of any Course or the Service, or create any derivative work from any of the foregoing (except for personal use of Tools as expressly allowed hereunder);
  2. record audio, video, screen images or other elements of any Roundtable or Episode, or otherwise distribute, frameset, transmit, share or broadcast any part of any Course or the Service;
  3. rent, lease, sell, provide access to or sublicense any element of any Course or the Service to a third party;
  4. use the Service to create or provide any product or service for a third party;
  5. reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Service;
  6. seek to contact or solicit any member of any Roundtable or the Service, or collect or gather other people’s personal information (including account information) from the Service;
  7. upload, launch, post, email or transmit any material (including any bot, worm, scripting exploit or computer virus) to or from the Service that is likely to harm or corrupt the Service, or harm or corrupt our or anyone else’s computer systems or data;
  8. remove or obscure any proprietary or other notices contained in a Course or the Service; or
  9. disable, interfere, or try to get around any of the features of the Service related to security, preventing or restricting use or copying of any Episode, Tool or other element of the Service, or enforcing the limits on access to elements of the Service.

7. PROPRIETARY RIGHTS; FEEDBACK.

7.1 Ownership of the Service. You agree that we or our suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Courses (including each Episode, Tool and any Roundtable content) and the Service. Except as expressly set forth in these Terms, no rights in the Service are granted to you.

7.2 Feedback.  We look forward to receiving your comments, requests and other feedback regarding the Courses and Service and you agree that we are free to incorporate and use your feedback without restriction of any kind.

7.3 Copyright Concerns. We respect the intellectual property rights of others, and we request that our users do the same. If you believe any part of a Course or the Service may infringe your rights, please notify us at [email protected] or call (415) 834-1720.

8. LINKS TO OTHER SERVICES.

The Service may contain blogs or other links to third-party websites or services. We do not endorse and are not responsible for any of these other services. You will not hold us responsible for any aspect of these other services, including their content, privacy policies, or anything else. You should also read the terms and conditions and privacy policies of these other services.

9. WARRANTY DISCLAIMER.

THE SERVICE (INCLUDING EACH COURSE) IS PROVIDED “AS IS”. WE (INCLUDING OUR INSTRUCTORS AND OUR SUPPLIERS) DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. WE DO NOT WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. WE SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, WEBSITE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. WE SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER OR DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES OR OTHER DESTRUCTIVE CODE RESULTING FROM ACCESS TO OR USE OF THE SERVICE.

WE TRY TO CREATE QUALITY EDUCATIONAL MATERIAL, BUT LAWS AND CASES CHANGE, INTERPRETATIONS VARY AND, IN ANY EVENT, EACH FACTUAL SITUATION IS UNIQUE AND REQUIRES SPECIFIC ANALYSIS FROM A COMPETENT LEGAL PROFESSIONAL. THEREFORE, WE MAKE NO WARRANTY AS TO THE ADEQUACY, ACCURACY, COMPLETENESS, OR CURRENCY OF OUR COURSES OR THE SERVICE. USE THE COURSES AT YOUR OWN RISK. OUR COURSES ARE NOT A SUBSTITUTE FOR LEGAL ADVICE; ALWAYS CONSULT WITH AN ATTORNEY FOR YOUR PARTICULAR LEGAL QUESTIONS.

YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

10. LIMITATION OF LIABILITY.

10.1 Consequential Damages Waiver. TO THE FULLEST EXTENT PERMITTED UNDER LAW, SMITHLINE TRAINING (INCLUDING OUR INSTRUCTORS, SUPPLIERS, PARTNERS AND AGENTS) HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LIABILITIES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, REVENUE OR PROFIT) ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE (INCLUDING ANY COURSE) OR ANY CONTENT PROVIDED BY OR THROUGH THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES IN ADVANCE. THE FOREGOING LIMITATION APPLIES TO DAMAGES AND LIABILITIES ARISING FROM: (I) YOUR USE OR INABILITY TO USE THE SERVICE; AND (II) COURSE CONTENT. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10.2 Liability Cap. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SMITHLINE TRAINING’S (INCLUDING ITS INSTRUCTORS’, SUPPLIERS’, PARTNERS’ AND AGENTS’) LIABILITY TO YOU UNDER ANY CIRCUMSTANCES RELATING TO THE SERVICE, THE COURSES OR THESE  TERMS IS LIMITED IN AGGREGATE TO THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE MONTHS PRIOR TO WHEN THE CLAIM AROSE.

10.3 Nature of Claims and Failure of Essential Purpose.  The parties agree that the waivers and limitations specified in this Section 10 apply regardless of the form of action, whether in contact, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

11. INDEMNITY.

You agree to defend (if we so request), indemnify and hold harmless  Smithline Training and its instructors, suppliers, affiliates, partners and agents from and against any claim, demand, losses, damages or expenses (including reasonable attorney’s fees) arising from or related to: (a) your User Content or participation in a Roundtable, (b) your use of any Course or the Service in violation of these Terms, or (c) your violation of the law or rights of any third party. Your indemnification obligation will survive the termination of these Terms and your use of the Service.

12. TERM AND TERMINATION

12.1 Term.  These Terms are effective as of the earlier of (a) the date you first access or use the Service or (b) the date of your first purchase of a Subscription, and continue in effect during the term of your Subscription or until you cease accessing the Service. We may terminate these Terms and your access to the Service at any time upon notice to you (i) if you breach these Terms or (ii) when you have no Subscription in effect.

12.2 Effect of Termination.  Upon any expiration or termination of these Terms, you will immediately cease any and all use of and access to the Service and Courses. Provided these Terms were not terminated for your breach, you may retain copies of any Tools, so long as you do not copy, distribute or otherwise use them in violation of these Terms.  Except where an exclusive remedy is specified, the exercise of either party of any remedy under these Terms, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.

12.3 Survival.  The following Sections will survive any expiration or termination of these Terms: 3 (Purchases), 5 (User Content), 6 (Restrictions), 7 (Proprietary Rights; Feedback), 9 (Warranty Disclaimer), 10 (Limitation of Liability), 11 (Indemnity), 12 (Term and Termination), 13 (Dispute Resolution) and 14 (General).

13. DISPUTE RESOLUTION.

13.1 Dispute Resolution; Class Action Waiver. The parties agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s intellectual property rights. YOU ACKNOWLEDGE AND AGREE THAT YOU AND SMITHLINE TRAINING ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER AGAINST THE OTHER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND SMITHLINE TRAINING OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.

13.2 Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Section 13. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

13.3 Arbitration Process. A party that desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

13.4 Arbitration Location and Procedure. Unless the parties otherwise agree, the arbitration will be conducted in San Francisco, California. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents the parties submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

13.5. Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of Section 10 (Limitation of Liabilities) above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

13.6. Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $10,000, we will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

13.7 Severability and Survival. If any portion of this Section 13 (Dispute Resolution) is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 13 (Dispute resolution) or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 13 (Dispute Resolution); and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

14. GENERAL.

We may provide you with required or permitted notices via email or the Service, as determined by us in our discretion. Any notices you give to us under these Terms will be deemed given only when personally delivered, delivered by reputable international courier requiring signature for receipt, or three (3) business days after being deposited in the mail, first class, postage prepaid, in each case to: Smithline Training LLC, 300 Montgomery Street, Suite 1000, San Francisco, California 94104, Attn: Legal. The parties are independent contractors, and there is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. These Terms are governed by the laws of the state of California, without respect to its conflict of laws principles. In the event that the arbitration provision in Section 13 (Dispute Resolution) is found to be unenforceable, the sole jurisdiction and venue for any Disputes shall be the state and federal courts located in San Francisco, California, and each party hereby consents to the exclusive jurisdiction and venue of such courts. If a court having proper authority decides that any portion of these Terms is invalid, only the part that is invalid will not apply, and the rest of these Terms will still be in effect. If we waive any of our rights under these Terms in any particular instance, it does not mean that we are waiving our rights generally or in the future. Furthermore, just because we may not enforce all our rights all of the time, it does not mean that we are waiving our rights, as we may decide to enforce them at a later date. Except as set forth herein, all amendments to these Terms must be in writing and signed by both parties. These Terms are the entire agreement between the parties with respect to its subject matter and supersede any prior agreements relating to such subject matter. These Terms, and any rights and licenses granted under these Terms, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without restriction. We won’t be liable to you for any delay or failure to perform any obligation we have under these Terms if the delay or failure is due to events which are beyond our reasonable control, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency. We may use the services of subcontractors and permit them to exercise the rights granted to us in order to provide the Service under these Terms.

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