User Agreement

Last Updated: June, 2016
This User Agreement (the “Agreement”) governs all of your use of our internet-delivered online learning service (the “Online Service”), whether you access it from our Web site at https://www.articulateit.co.za (the “Site”), from our mobile applications and mobile Web sites, or from any other application or access point we make available to you. THIS AGREEMENT GOVERNS ALL USE YOU MAKE OF THE ONLINE SERVICE, INCLUDING YOUR FREE OR PAID USE (IF ANY).

1. Acceptance of Agreement.
This Agreement is a legal contract between ARTICULATE IT, (“we,” “us,” or “ARTICULATE-IT”) and you. BY CREATING A PASSWORD AND ACCESSING THE ONLINE SERVICE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND YOUR COMPANY TO THIS AGREEMENT, AND THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU OR YOUR COMPANY DOES NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT ACCEPT IT. If you are accepting this Agreement on behalf of your company, then the terms “you” and “your” refer to your company whenever used below.

2. About us
Articulate-IT is a professional development platform dedicated to making quality training and education available to all.

3. No Competitive Use.
You may not register for or use our Online Service to monitor or test its performance or for other benchmarking or competitive purposes.

4. Modifications to Agreement.
We reserve the right to modify this Agreement by posting an updated version on our Site. If you have a paid subscription to the Online Service, any such modifications become effective on the date your subscription renews for a subsequent subscription period (whether monthly or annual). Otherwise, any updated version will become effective 15 days after posted. If you do not agree to any modified terms, you may terminate the Agreement in the manner described in Section 10 below. Your continued use of the Online Service after notice will constitute your acceptance of the modified Agreement.

5. Use of Online Service; Restrictions.
5.1 Permitted Use. Among other features, the Online Service allows users view video courses on various topics and take exams that will entitle them to CPD points upon successful completion. Subject the terms and conditions of this Agreement and the usage limitations established by the Online Service, we hereby grant you a worldwide, non-exclusive, non-transferable right to access and use the Online Service during the term of this Agreement to (i) view course videos, (ii) take part in user assessments, and (iii) otherwise use the Sites, web forms, reports, and other features and functionality of the Online Service for your personal use (or, if you are a company, your internal business purposes).
5.2 Your Users. If you maintain a “Team” or other multi-users, ARTICULATE-IT will allow you to create logins for your System Admins and Creators (“Your Users”), subject to any limits on the number of users for your subscription tier described on the Site. Each login (i.e., email address and password) may be used only by a single individual. You are responsible for all use and misuse of the Online Service that occurs under your and Your Users’ login credentials, and you agree to notify ARTICULATE-IT of any unauthorized access or use of which you become aware. “Sys Admin” means one of Your Users with the ability to (1) designate other of Your Users as Creators or additional Sys Admins, (2) establish certain limits on how Sites covered by your subscription can be shared, and (3) re-assign the ownership of ARTICULATE-IT among Creators.
5.3 Prohibited Use. You will not (and will ensure that Your Users do not): (a) “frame,” distribute, resell, or permit access to the Online Service by any third party other than for its intended purposes; (b) permit more than one of Your Users to access the Online Service using shared login credentials (i.e., a shared email address and password); (c) use the Online Service other than in compliance with applicable South African National and local laws; (d) interfere with the Online Service or disrupt any other user’s access to the Online Service; (e) reverse engineer, attempt to gain unauthorized access to the Online Service, or attempt to discover the underlying source code or structure of the Online Service; (f) submit to the Online Service any content or data that is false, misleading, defamatory, threatening, offensive, or infringing of intellectual property rights, or that contains mass mailings or any form of “spam”; (g) submit to the Online Service any routine, device or other undisclosed feature, including a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse or trap or back door or software routine, that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; or (h) use any robot, spider, data scraping or extraction tool or similar mechanism with respect to the Online Service.

6 Your Content.
6.1 Your Content; Representation. As between you and us, you retain all right, title and interest in any and all data, files, attachments, text, images, personally identifiable information, and other content that you and Your Users upload or submit to your ARTICULATE-IT sites (collectively, “Your Content”). Your Content includes data and content submitted to your Sites by Collaborators, and also any data or content collected by you from third parties and submitted to ARTICULATE-IT using “Web forms” or similar features of the Online Service.
6.2 Confidentiality of Your Content. Except with your separate permission and with in the context and purpose of the Online Service, ARTICULATE-IT will not disclose or distribute Your Content to any third party.

7. Cookie/Tracking Technology
The Site may use cookie and tracking technology depending on the features offered. Cookie and tracking technology are useful for gathering information such as browser type and operating system, tracking the number of visitors to the Site, and understanding how visitors use the Site. Cookies can also help customize the Site for visitors. Personal information cannot be collected via cookies and other tracking technology; however, if you previously provided personally identifiable information, cookies may be tied to such information. Aggregate cookie and tracking information may be shared with third parties.

8. Subscription Renewals and Cancellations.
8.1 Subscriptions. If you maintain a paid subscription to the Online Service, your subscription period is established when you purchase your subscription. Unless you notify us in the transaction area of the Online Service before the end of your subscription term, your subscription will automatically renew for successive subscription periods of the same length. Unless we otherwise agree in writing, we charge Service Fees in advance at the beginning of each subscription period. You may view your current subscription plan and billing information at any time in your transaction area.
8.2 Renewal and Cancellation. Once a subscription period (initial or renewal) commences, all Service Fees paid for that period are non-refundable. You may cancel your subscription at any time before the end of the then-current subscription period using the cancellation procedure available through the transaction area of the Online Service, in which case your subscription will not renew and we will not charge you any further Service Fees. When you cancel your subscription, your paid subscription will terminate and (a) you and Your Users’ access to the Sites you created (and Your Content within them) will remain but you will be able to only view and not edit your information; and you and Your Users’ access to the mobile applications (and Your Content within them) will terminate.

9. Service Fees; Payment; Taxes.
9.1 Service Fees. You agree to pay the fees in effect for your subscription at the time you purchase or renew it, along with any fees for additional services you agree to pay while using the Online Service (collectively, “Service Fees”). Current pricing for subscription plans is available on the Site. Unless we separately agree otherwise in writing, all Service Fees for subscriptions are payable in advance prior to the commencement of each subscription period. Other Service Fees become due and payable as described on our Site or in this Agreement.
9.2 Billing Information. When you subscribe for a paid Online Service subscription, you will provide us with either a valid, up-to-date credit card number or the other payment information we request. If you have selected a credit card as your payment method, you authorize us to charge your credit card for Service Fees on the first day of your initial subscription period and each renewal subscription period and, for any additional Service Fees beyond your Service Fee, to charge your credit card when such fees become due and payable. You are responsible for maintaining up-to-date payment information on our Site. If we cannot charge your credit card for any Service Fees when due because your payment information is no longer valid and up-to-date, or if we do not receive your payment when due through the alternative payment method you have selected, we may, at our election: (a) suspend your access to the Online Service, in which case you will be responsible for all Service Fees incurred during the period of suspension; (b) immediately terminate this Agreement, in which case your right to use the Online Service will cease; or (c) without waiving our rights to suspend or terminate your account, allow you a longer period during which to make payment, in which case you will remain responsible for all Service Fees incurred while we await your payment. Late payments incur interest charges at the rate of 2% above the prime bank repo rate, per month on any outstanding balance or the maximum amount permitted by applicable law, whichever is less. Except for our income taxes and receipts taxes, you acknowledge that you are responsible to pay such taxes (if any). If we collect sales tax or other taxes from you, we will identify the portion of your payment attributable to such taxes.

10. Term and Termination; Subscription Renewals and Cancelations.
10.1 Term. This Agreement begins when you first create a login for the Online Service and accept this Agreement. It remains in effect indefinitely unless terminated as provided in this Section 10.
10.2 Termination by You. You may terminate this Agreement at any time by written notice to us in accordance with this Agreement. We will not be obligated to refund any Service Fees to you when you terminate. Your termination will be effective immediately upon our acknowledgement, and in no event later than 30 days from your notice to us. Note that your cancelation of a subscription does not, in and of itself, terminate this Agreement.
10.3 Termination by Us for Cause. We may terminate this Agreement and your access to the Online Service immediately, without any obligation to notify you or refund any Service Fees, if you are in breach of this Agreement, you misappropriate or infringe any of our intellectual property or proprietary rights, or you fail to make any payment when due.
10.4 Termination by Us for Convenience. In addition, we may terminate this Agreement at any time, for any reason or no reason, by giving you 5 days’ written notice to the email address you provide when you register for the Online Service. If we discontinue your access to the Online Service at the end of this 5 day period, our termination will be effective at the end of this period, and we will refund any prepaid, unused subscription fees for the Online Service as soon as practicable thereafter. Otherwise, no Service Fees are refundable, and you may continue using the Online Service through the end of your subscription period, at which point our termination will become effective.
10.5 Effect of Termination. Upon expiration or termination of this Agreement: (a) all rights and obligations of the parties will cease, except that the following sections will survive: 3, 4, 5.3, 6, 10.5, 13, 14,15, 16.1, 16.3, and 17 through 22; and (b) notwithstanding any provision of any surviving section, you will have no further right to use the Online Service.

11. Security Policy
11.1 Virtual Card Services process all credit card transactions. All credit card transactions are 128 bit Secure Socket Layers (SSL) encrypted. The company registration documents and the site’s registered domain name are checked and verified by Thawte, ensuring the cardholder and merchant that nobody can impersonate VCS to obtain confidential information.
11.2 Virtual Card Services is committed to providing secure online services. All encryption complies with international standards. Encryption is used to protect the transmission of personal information when completing online transactions. Virtual Card Services Internet servers are protected by firewalls and intrusion detection systems.
11.3 The Merchant does not have access to credit details.
11.4 Virtual Card Services continually reviews and enhances its security in line with technological changes.

12. Payment Options
12.1 Credit Card We accept MasterCard and Visa credit cards. If you do not have a credit card please utilise one of the other payment options, or simply log off and return to the site at a later time to complete your order. All of your order details will be saved online under in the Your Account section available for use whenever you’re ready! Sorry for the inconvenience.
12.2 All transactions will be processed in South African Rands (ZAR).

13. Ownership of the Online Service.
13.1 Online Service and Documentation. As between the parties, ARTICULATE-IT retains all right, title and interest in and to (a) the Online Service and the technology and software used to provide it, and all intellectual property and proprietary rights therein; and (b) all electronic and print documentation and other content and data (excluding Your Content) made available through the Online Service. Except for your rights to access and use the Online Service set forth in this Agreement, nothing in this Agreement licenses or conveys any of ARTICULATE-IT’s intellectual property or proprietary rights to anyone, including you.
13.2 Feedback. You agree that ARTICULATE-IT will have a perpetual right to use and incorporate into the Online Service any feedback or suggestions for enhancement that you or Your Users provide to ARTICULATE-IT concerning the Online Service (“ Feedback”), without any obligation of compensation.

14. Privacy
CHS-IT provides the Online Service in accordance with its Privacy Policy, as it may be updated from time to time and posted on the Site (“Privacy Policy”). You acknowledge that your use of the Online Service is governed by the Privacy Policy.

15. Confidentiality
You agree not to disclose, duplicate, publish, release, transfer or otherwise make available our Confidential Information in any form to any person or entity without our prior written consent. “Confidential Information” means any of our financial, technical, or business information that we designate as confidential at the time we disclose it to you, or that you should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. The specific features of the Online Service, the documentation we provide to you in connection with it, and the ARTICULATE-IT APIs are our Confidential Information. Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of your confidentiality obligation under this Agreement; (ii) was independently developed by you without breach of your confidentiality obligation under this Agreement; or (iii) is received from a third party who obtained such Confidential Information without breach of any obligation owed to us.

16. Representations and Warranties; Disclaimer.
16.1 General. Each party represents and warrants that it has the necessary authority to enter into this Agreement.
16.2 Limited Warranty for Online Service. ARTICULATE-IT represents and warrants that the Online Service will operate substantially as described in the online documentation made available with the Online Service.
16.3 Disclaimer. You acknowledge that, as an internet-delivered software application, the Online Service may experience periods of downtime, including but not limited to scheduled maintenance. Accordingly, EXCEPT FOR THE LIMITED WARRANTIES IN SECTION 16.2, ARTICULATE-IT MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ONLINE SERVICE, INCLUDING ITS DOCUMENTATION, THE ARTICULATE-IT APIS, OR ANY DATA OR CONTENT MADE AVAILABLE THROUGH THE ONLINE SERVICE, WHETHER EXPRESS OR IMPLIED. ARTICULATE-IT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. CHS-IT DOES NOT WARRANT THAT THE ONLINE SERVICE WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME.

17. Liability Limitation; Damages Exclusion.
ARTICULATE-IT WILL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF ANY NATURE ARISING UNDER THIS AGREEMENT, EVEN IF ARTICULATE-IT HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES. IN ADDITION, ARTICULATE-IT’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY NATURE ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION, WILL NOT EXCEED THE FEES ACTUALLY PAID TO ARTICULATE-IT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18. Indemnification.
You will defend, indemnify and hold harmless ARTICULATE-IT and its corporate affiliates, directors, officers, employees, successors, assigns and agents from and against any third party claim, demand or action, and all resulting damages, settlement amounts, penalties, costs and expenses, that arises out of our relates to Your Content (except to the extent such claim arises from ARTICULATE-IT use of Your Content in violation of this Agreement), including without limitation claims that Your Content infringes or violates any intellectual property or proprietary right of a third party, violates any confidentiality obligation owed to a third party, or violates any applicable law.

19. Publicity.
You agree that, if you have (or have had) a paid subscription to the Service, we may identify you as a customer on our Site or in our customer list, blogs, and other public communications.

20. Notices.
Except where this Agreement permits notice via email, all notices required under this Agreement must be in writing, must be sent via internationally recognized delivery service or messenger or via South African mail, and will be deemed given fifteen (15) business working days after having been sent. Notices must be addressed as follows: if to us, to Attn: ARTICULATE-IT, 164 Ruimte Rd, Centurion, 0149, and for notices permitted to be sent via email, to info@articulateit.co.za and, if to you, to the contact name and address or email address that you have provided us.

21. Entire Agreement.
This Agreement represents the entire agreement between ARTICULATE-IT and you with respect to your use of the Online Service and the related matters set forth in this Agreement. As between ARTICULATE-IT and you, this Agreement expressly supersedes (i) any terms or conditions stated in your purchase order, order documentation or similar document (whether submitted or executed before or after the start date of your subscription period, if applicable), (ii) any online agreement that you or Your User may have accepted, or may accept in the future, in the course of using the Online Service, and (iii) any other contemporaneous or prior agreements or commitments regarding the Online Service or the other subject matter of this Agreement.

22. General.
This Agreement has been written in the English language, and you agree that the English language version will govern your use of the Online Service and the other matters described in this Agreement. Neither party is liable for delay or default under this Agreement if caused by conditions beyond its reasonable control (e.g., technology malfunctions or acts of God). This Agreement is governed by the internal laws of South Africa, without regard to its conflicts of law rules, and each party hereby consents to exclusive jurisdiction and venue in the courts located in Gauteng, Pretoria for any dispute arising out of this Agreement. Either party may assign this Agreement in connection with a merger or similar transaction, or to any third party acquiring all or substantially all of such party’s assets or equity securities, without any requirement to obtain permission for such assignment; otherwise, neither party may assign this Agreement to a third party without the written consent of the other party in advance. This Agreement will bind and benefit the parties, their successors, and their permitted assigns. Each party is an independent contractor to (and may not act on behalf of or bind) the other. This Agreement may be signed in counterparts and by facsimile or PDF.

23. Contact Details
Physical address: 164 Ruimte Rd, Centurion, 0149
Email address: info@articulateit.co.za
Phone number: +27 12 6547106
service Learn at Your Own Pace Learn at your own pace with access to recordings of your classes.
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