eWebOQ® End User License Agreement (EULA)
Effective Date: November 1, 2018
Welcome to the eWebOQ® Learning Management System. The eWebOQ® services include our website located at www.eWebOQ.com and the mobile version thereof (collectively, the “Services“) and is operated by Avetta, LLC. and its corporate affiliates (“Avetta”). Your use of the Services is governed by this End User License Agreement (“Agreement“).
PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE CLICKING THE “I ACCEPT” BUTTON. BY CLICKING THE “I ACCEPT” BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AND YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
IF YOU DO NOT AGREE WITH ALL TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICES AND YOU SHOULD IMMEDIATELY LEAVE THIS SITE.
- THE SERVICES
The Services are an online subscription service providing employees of Avetta’s Client and Supplier subscribers with access to a variety of courses, exams, information, data, text, software, graphics, messages, tags, or other materials posted on the Services (“Content”) related to safety and compliance.
Avetta reserves the right to change, modify, suspend or discontinue all or any portion of the Services, in its sole discretion, with 30 days’ prior notice. Avetta may also impose limits on certain features or restrict your access to all or parts of the Services in its sole discretion without notice or liability.
- USE OF THE SERVICES
You are granted a limited non-exclusive, non-transferable, revocable license to access and use the Services for which you have a valid subscription strictly in accordance with this Agreement and solely for your legitimate internal business purposes. Only employees authorized by the subscribing Client or Supplier may access and use the Services. You may not use login credentials to access the Services from outside the country for which your credentials were issued. Your login credentials may restrict your access to certain materials otherwise available through the Services. Use of or access to the Services other than as specifically authorized herein, without the prior written permission of Avetta, is strictly prohibited and will terminate the license granted herein. Such license is subject to this Agreement and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. All rights not expressly granted herein are reserved by Avetta. This license may be revoked, in whole or in part, by Avetta at any time without notice and with or without cause.
- PROPRIETARY RIGHTS
Avetta (and its licensors, where applicable) own all right, title and interest, including all related intellectual property rights, in and to the Services (and all underlying technology, software and analytics) and Content.
All trademarks, logos, and service marks displayed through the Services and Site, are registered and unregistered trademarks of Avetta, its affiliates, licensors or other third parties. All of these trademarks, logos and service marks are the property of their respective owners. You may not use such marks without the prior written permission of Avetta, or the owner of the marks. Avetta reserves all rights not expressly granted in and to the Services and Content. The Services and Content, including but not limited to text, design, graphics, interfaces and code, and the selection and arrangement thereof, is owned by Avetta and its licensors, and protected by U.S. and international copyright laws.
- CONFIDENTIALITY OBLIGATIONS
You acknowledge that the Services and Content contain confidential information and trade secrets of Avetta. You agree to protect the confidentiality of the Services and Content with no less than a reasonable degree of care.
- LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL AVETTA BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES HEREUNDER, HOWEVER CAUSED AND REGARDLESS OF LEGAL THEORY, EVEN IF AVETTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- NO WARRANTIES
YOU ACKNOWLEDGE AND AGREE THAT AVETTA MAKES NO WARRANTY, GUARANTEE, OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AVETTA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, AND GUARANTEES OR REPRESENTATIONS IMPOSED BY LAW, INCLUDING THOSE RELATING TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE NON-INFRINGEMENT, ACCURACY, CORRECTNESS, OR COMPLETENESS. THE SERVICES ARE PROVIDED BY AVETTA ON AN “AS-IS” AND “AS AVAILABLE” BASIS, EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
- GOVERNING LAW AND VENUE; ARBITRATION
Avetta and You agree that this Agreement shall be governed exclusively by Utah law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. The United Nations Convention on Contracts for International Sale of Goods is hereby expressly excluded. YOU EXPRESSLY WAIVE ANY RIGHT TO INVOKE OR CLAIM APPLICATION OF ANY OTHER LAW TO GOVERN THE CONCLUSION, PERFORMANCE, FAILURE TO PERFORM, TERMINATION OR EXPIRY OF THIS AGREEMENT. Subject to the Agreement to Arbitrate provisions below, Avetta and You agree that any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the EWebOQ Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Salt Lake County, Utah.
IN THE EVENT OF A DISPUTE BETWEEN YOU AND AVETTA ARISING UNDER OR RELATING TO SERVICES, EXCEPT WHERE PROHIBITED BY LAW, YOU OR AVETTA MAY CHOOSE TO RESOLVE THE DISPUTE BY BINDING ARBITRATION, AS DESCRIBED BELOW, INSTEAD OF IN COURT. ANY CLAIM (EXCEPT FOR A CLAIM CHALLENGING THE VALIDITY OR ENFORCEABILITY OF THIS ARBITRATION AGREEMENT, INCLUDING THE CLASS ACTION WAIVER) MAY BE RESOLVED BY BINDING ARBITRATION IF EITHER SIDE REQUESTS IT. THIS MEANS IF EITHER YOU OR WE CHOOSE ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL. DISCOVERY AND APPEAL RIGHTS ARE LIMITED IN ARBITRATION.
Class Action Waiver
EXCEPT WHERE PROHIBITED BY LAW, ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR WE MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS.
Governing Laws and Rules for Arbitration
These arbitration terms are governed by the Federal Arbitration Act (FAA). Arbitration must proceed only with Judicial Arbitration and Mediation Services, Inc (JAMS). The rules for the arbitration will be those in this arbitration agreement and the procedures of the chosen arbitration organization, but the rules in this arbitration agreement will be followed if there is disagreement between the agreement and the organization’s procedures. If the organization’s procedures change after the claim is filed, the procedures in effect when the claim was filed will apply.
Fees and Costs
Each party shall pay for all of its costs to litigate or arbitrate this Agreement including, but not limited to, the costs of its attorney’s fees, filing fees, proceedings, or travel. The parties shall share equally in the arbitrator’s fees and expenses and the cost of third-party facilities used for arbitration hearings.
Hearings and Decisions
Arbitration hearings will take place in Salt Lake County, Utah, USA. A single arbitrator will be appointed. The arbitrator must: (i) follow all applicable substantive law, except when contradicted by the FAA; (ii) follow applicable statutes of limitations; (iii) honor valid claims of privilege; and (iv) issue a written decision including the reasons for the award. The arbitrator’s decision will be final and binding except for any review allowed by the FAA.
- MISCELLANEOUS TERMS
You may not assign or delegate Your rights or obligations under this Agreement without the prior written consent of Avetta. Avetta may assign its rights under this Agreement including without limitation, in connection with the sale of Avetta, whether by merger, asset sale, stock sale or otherwise. Further, Avetta may perform any or all of its obligations through an affiliate or a third party contractor. Any provisions of this Agreement which are intended by their nature to survive termination or expiration shall so survive termination of this Agreement, including without limitation, limitations on liability, confidentiality obligations, and the governing law and venue provisions. This Agreement is the entire agreement between you and Avetta regarding use of the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Any provision of this Agreement that is held to be wholly or partially invalid, illegal or unenforceable will be deleted from this Agreement to the extent that it is invalid, illegal, or unenforceable and the remaining provisions will continue in full force and effect.
By clicking “accept” you will be accepting all terms of this eWebOQ End User License Agreement: