1. SCOPE OF AGREEMENT
PMI reserves the right to modify the terms of this Agreement at any time, and will post a notice of such changes. The changes become effective immediately upon posting (the “Effective Date”). If any change to the Agreement is not acceptable to you, you must stop using the Services. Your use of the Services after the Effective Date shall constitute your acceptance of such changes. If we make any new products or services available, they will be considered a part of the Services and your use of them will be governed by the terms and conditions of this Agreement unless we notify you that different terms and conditions apply. You must also comply with any additional terms which apply to third-party content, material, information, software or other services.
2.1 The term “Collaborative Content” refers to User Content posted on or to the Interactive Services sections of the Site specifically for the purposes of collaboration with other Users. Collaborative Content may include, without limitation, drafts of documents or graphic materials as to which the poster seeks input and contribution from other users.
2.2 The term “Interactive Services” refers to message boards, chat boards, blogs, virtual communities, and other interactive media made available by PMI available via the Site.
2.3 The term “PMI Intellectual Property” refers to, all text, graphics, images, trademarks, logos, button icons, programs, software and other data, content, information and materials, tangible and intangible, and all intellectual property rights in and to the same which are owned by PMI or licensed to PMI by third parties. This includes but is not limited to PMI Content and PMI Trademarks.
2.4 The term “PMI Trademark(s)” refers to all trademarks and service marks owned by PMI, as defined by 15 U.S.C. § 1127.
2.5 The term “PMI” refers to PROJECT MANAGEMENT INSTITUTE, INC.
2.6 The term “PMI Content” refers to copyrighted content owned by PMI or other copyrighted content owned by third-party partners of PMI.
2.7 The term “Services” refers to all information, content, products, materials and services made Available to you by PMI and/or affiliated third parties via the Site
2.8 The term “Site” refers to the website www.pmiteach.org, which is owned and operated by Project Management Institute, Inc.
2.9 The term “User Content” refers to all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials posted on or to the Interactive Services sections of the Site by Users.
2.10 The terms ”you”, “your” and/or ”user” refer to any individuals and/or entities accessing the Site for any reason.
3. OWNERSHIP AND USE OF PMI INTELLECTUAL PROPERTY AND USER CONTENT
3.1 Ownership and Use. PMI Intellectual Property, which excludes the User Content you upload, post or otherwise transmit via Interactive Services (the “PMI Intellectual Property”), is owned by PMI or licensed to us by our third party partners. PMI Intellectual Property does include, however, any content developed and/or posted via the Interactive Services that has been created in whole or in part by PMI. You have no rights in or to such PMI Intellectual Property and you agree you will not copy, retransmit, reproduce, publish, create derivative works based upon or otherwise transmit any PMI Intellectual Property, except as specifically permitted under this Agreement.
3.2 PMI Content. As a courtesy to our customers and members, we have posted to the Site certain PMI Content. Unless otherwise specifically set forth on the Site or we give you written permission, you may only use the PMI Content for personal use and under the Creative Commons Attribution-Noncommercial-ShareAlike license for non-personal use. You may not do or allow anyone else to do anything with the PMI Content which is not specifically permitted under this Agreement. You acknowledge and agree that the PMI Content is made available for informational and educational purposes only without representation or warranty of any kind and is not a substitute for legal advice or your professional judgment. Your reliance upon PMI Content obtained by you on or through the Services is solely at your own risk. All rights not expressly granted in this Agreement are reserved to PMI.
3.3 Permission to Use PMI Content. You may request permission to reproduce all or a portion of PMI Content owned by PMI for any other nonpersonal or commercial purposes not covered in the Creative Commons license in Section 3.2 above via the Permissionssection of the Site. We reserve the sole discretion to determine whether, and upon what terms, PMI Content will be licensed. Depending on the nature and scope of intended use licensing fees may apply.
3.4 Trademarks: The PMI Trademarks (“Marks”) appearing on this site may not be used in any advertising or publicity, or otherwise to indicate PMI’s sponsorship of or affiliation with any product or service, without PMI’s prior express written permission. You are prohibited from using PMI Marks or any names, marks, or other materials in a manner that is likely to cause confusion or dilute or damage the reputation or image of PMI. You agree you will not alter any PMI Mark in any manner to make it appear that PMI is endorsing, sponsoring, authorizing or affiliated with you, your company, or any third party, except as expressly permitted in writing by PMI. Additionally, you agree to be bound by and to follow the terms of PMI’s Trademark Usage Guidelines, the entire contents of which are incorporated herein by reference and made a part of this Agreement.
4.1 Links to Third Party Sites. As a courtesy to Users, we may provide links to other websites or resources owned and operated by third parties.Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, services or other materials on or otherwise made available via such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services made available on or through any such site or resource.
4.2 Linking to the Site. You may link to the Site by hyperlinking to the Site’s homepage or reproducing a URL. The use of PMI trademarks to link to the Site is not permitted under this Agreement.
5. MESSAGE BOARDS, CHAT BOARDS, BLOGS, VIRTUAL COMMUNITIES and OTHER INTERACTERIVE MEDIA (“INTERACTIVE SERVICES”)
5.1 In connection with your use of the Services, you may have access to and use of discussion groups, chat rooms, message boards, blogs, virtual communities, wikis and other collaborative websites, and other interactive functionality (“Interactive Services”). If you participate in or use any Interactive Services, you are responsible for User Content you upload, post, link to or otherwise transmit (collectively “transmit”) and the consequences thereof. If you choose to transmit any User Content using such Interactive Services, you agree that you own or have a license to post the User Content to the Site and do so solely for lawful purposes and in compliance with all applicable laws. You expressly agree that we have no responsibility for or control over the User Content you may transmit using these Interactive Services. Additionally, we do not represent, warrant or guarantee the truthfulness, accuracy, quality, or reliability of any of the User Content posted, displayed, linked to or otherwise transmitted via any Interactive Services. We also do not endorse any opinions expressed in or through any Interactive Services. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content.
Although we do not actively monitor, regulate or pre-screen your use of the Services, we reserve the unconditional right (but not the obligation) to remove, move or edit any User Content we consider in our sole discretion to be harmful, offensive, disruptive, in violation of law, regulation or any agreement, including, without limitation, which is or may be in violation of this Agreement. We have no liability or responsibility to you or any other person or entity for performance or nonperformance of such monitoring activities.
Additionally, you agree to:
5.2 License to PMI. You hereby grant to PMI and any User of this Site permission to use any User Content you submit via the Interactive Services by all means and in any media now known or hereafter developed, solely for the purposes for which such User Content was submitted to PMI under a Creative Commons Attribution-Noncommercial-ShareAlike license. PMI will not use this User Content for any purpose other than the purpose(s) for which it was submitted unless you agree to such use. You retain ownership of User Content you submit and PMI does not obtain ownership in or to such User Content (or in the case of third-party owned User Content submitted by you with the owner’s permission, the third party retains ownership).
5.3 Use of Content Posted by Other Users. Copyright in the User Content posted on this Site, with the exception of Collaborative Content, shall remain with the User or third party who has posted or consented to posting the User Content on the Site. By posting User Content on this Site, the User agrees to license their User Content through the Site via aCreative Commons Attribution-Noncommercial-ShareAlike license. Any other requested uses beyond the scope of this license will need to be granted in writing under a separate agreement from the User.
Collaborative Content posted by Users for the purposes of collaboration shall be original works and may be modified, reproduced, distributed, transmitted or otherwise used by other Users and is not subject to the limitations on User Content listed in the paragraph above. Such Collaborative Content willnot include any licensed contentand shall be considered in the public domain and freely available to be used, distributed or modified by the other Users of the Site. For the purposes of distinguishing User Content from Collaborative Content, any Collaborative Content shall be clearly marked as such and/or shall be submitted via areas of the Site facilitating User collaboration.
6. COPYRIGHT COMPLIANCE AND COMPLAINTS
6.1 PMI respects the intellectual property rights of others. PMI may, under appropriate circumstances and at its discretion, disable and/or terminate access to or use of the Service for those users who may be infringing the intellectual property rights of others. You agree to abide by the terms of the Digital Millennium Copyright Act (DMCA) and refrain from the following: (a) circumventing PMI’s access control measures to copyrighted works; (b) posting or otherwise offering circumvention technology through PMI’s website or web services; (c) posting links or references to an online location that contains circumvention technology; or (d) engaging in other activities in violation of the DMCA. PMI has the right to terminate the membership of any User found in violation of the DMCA or other provision of the copyright laws.
6.2 In compliance with the DMCA’s notice-and-takedown provision, PMI’s policy for removing infringing content and terminating subscribers who are repeat offenders is as follows:
A copyright owner who believes his/her work has been used on the Site in any manner that constitutes copyright infringement must notify PMI’s designated agent by written notice. The notice must include the following information: (a) the owner’s name, address, telephone number, email address, and an electronic or physical signature; (b) a description and a copy of the work that is allegedly being infringed, or a website where the work may be found; (c) identification of the location of the infringing material on the Site; (d) a statement that the owner has a good faith belief that the use of the copyrighted material was not authorized by the owner or his/her authorized agent; and (e) a statement, under penalty of perjury, that the information in the notification is accurate and made by the copyright owner of the material allegedly infringed or authorized to act on the copyright owner’s behalf. Upon receiving the proper notification, PMI will remove, or disable access to, the allegedly infringed material from the Site.
6.3 PMI’s copyright agent for notices of claims of copyright infringement is Douglas Murray, Esq. and can be reached at firstname.lastname@example.org.
7. COMPLIANCE WITH THE CAN-SPAM ACT
7.1 The User agrees to abide by the CAN-SPAM Act (15 U.S.C. §§7701-13) when utilizing the Site and contacting other users by email. The User may not use the Site, including, but not limited to the Interactive Services, to bombard individuals or groups with uninvited commercial email, sexually explicit commercial email, or engage in other activities in violation of the CAN-SPAM Act, such as, but not limited to: (a) harvesting email addresses from the Site; (b) falsifying or using misleading header information; or (c) using deceptive subject lines. The User may not promote PMI’s products or services through uninvited commercial emails without the express written consent of PMI.
7.2 PMI will not be liable for any direct, indirect, incidental, special, consequential, or punitive damages of any kind resulting from users’ failure to adhere to the CAN-SPAM Act or any other applicable laws. The User agrees to indemnify, defend, and hold harmless PMI, its affiliates, officers, directors, employees, consultants, and agents from any and all third party claims, liability, damages, and/or costs (including, but not limited to, attorneys’ fees) arising from the User’s activities in violation of the CAN-SPAM Act or any other applicable laws. The terms of this Agreement will inure to the benefit of PMI’s successors, assignees, and licensees. The User covenants to cooperate fully in the defense of any claim. However, PMI reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User and User shall not in any event settle any matter without the written consent of PMI.
8. REGISTERED USERS ACCOUNT, PASSWORD AND SECURITY
8.1 In consideration of your use of the Site, you represent and warrant that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the relevant portions of the Site (the “Registration Data”) and (b) maintain and promptly update your Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or PMI has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, PMI has the right to suspend or terminate your access to the Site and refuse any and all current or future use of the Site, or any portion thereof.
8.2 You are solely responsible for maintaining the strict confidentiality of your User IDs and passwords and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your User IDs/passwords, your disclosure of your User IDs/passwords, or your authorization to allow another person to access and use the Services using your User IDs/passwords. You agree to immediately notify us if you become aware of any unauthorized use of your User IDs/passwords or other need to to deactivate a User ID/password due to security concerns.
9. DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE CONTENT ON THE SITE (INCLUDING BUT NOT LIMITED TO ALL PMI INTELLECTUAL PROPERTY, TEXT, MATERIALS, SOFTWARE, FUNCTIONS, SERVICES, AND INFORMATION MADE AVAILABLE HEREIN OR ACCESSED BY MEANS HEREOF) IS PROVIDED AS IS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES WILL PMI BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE INTERACTIVE SERVICES. PMI DOES NOT WARRANT OR GUARANTEE UNINTERRUPTED ACCESS TO THE SITE, OR ANY SITE LINKED TO THE SITE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THIS SITE AND ANY INFORMATION ON THIS SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
10. LIMITATION OF LIABILITY AND RELEASE
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PMI, ITS LICENSORS, SUPPLIERS, PARTNERS, AFFILIATES OR THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SITE AND SERVICES, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT PMI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
IN THE EVENT YOU HAVE ANY DISPUTE WITH ONE OR MORE THIRD PARTIES AS A RESULT OF YOUR USE OF THE SITE OR THE SERVICES, OR ARE IN ANY WAY DAMAGED AS A RESULT OF ANY THIRD PARTY IN CONNECTION THEREWITH, YOU HEREBY RELEASE AND COVENANT NOT TO SUE OR OTHERWISE MAKE A CLAIM, DEMAND OR FILE ANY LEGAL ACTION OR INSTITUTE ANY LEGAL OR REGULATORY PROCEEDINGS AGAINST US, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND SUPPLIERS FROM, FOR ANY CLAIMS, ACTIONS, DEMANDS OR DAMAGES (WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL), OF WHATEVER KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHETHER FORESEEABLE OR NOT, DISCLOSED OR UNDISCLOSED.
You agree to defend, indemnify and hold us harmless against any losses, expenses, costs or damages (including our reasonable attorneys’ fees, expert fees’ and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of the terms and conditions of this Agreement, (b) your use of the Services, and/or (c) the use of the Services by any other person using your IDs. We may, if necessary, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and upon notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end.
12. RIGHT TO TERMINATE AND/OR TO BLOCK ACCESS
PMI reserves the right to terminate, block or restrict your access to or use of the Site for any breach or violation of any term(s) of this Agreement. In such event, we may terminate this Agreement, restrict, suspend or terminate your access to and use of the Services immediately and without notice or liability, with or without cause, and it will not limit any other rights or remedies which are available to us. You may terminate this Agreement by providing us with written notice of your termination and ceasing to use or access the Services. Termination is your sole right and exclusive remedy if you are not satisfied with the Services. Upon the effective date of any such termination, your right to access and use the Services shall immediately cease.
13. GOVERNING LAW/JURISDICTION/DISPUTES
13.1 This Agreement shall be governed in accordance with the laws of the Commonwealth of Pennsylvania. Additionally, you also agree that the UN Convention on Contracts for the International Sales of Goods and the Uniform Computer Information Transactions Act (UCITA)will not apply to this Agreement or any interpretation or disputes relating thereto.
13.2 All disputes under this Agreement shall be resolved by litigation in the federal or state courts of the Commonwealth of Pennsylvania including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
This Agreement is personal to you, and you may not assign this Agreement or the rights and obligations hereunder to any third party without the prior express written approval of PMI.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
17. SURVIVAL OF TERMS
Any provision of this Agreement which by its nature must survive the termination of this Agreement in order to give effect to its meaning shall survive such termination, including but not limited to the ownership, intellectual property rights and licensing provisions set forth in this Agreement.
18. LIMITATION ON ACTIONS
You agree that regardless of any applicable law providing for a statute of limitations to the contrary, any claim or cause of action arising out of or related to the use of the Site or Services, or otherwise relating to this Agreement, must be filed within one (1) year after the claim or cause of action arose, or will be forever barred.
19. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement, including any terms/conditions posted by Users via the Interactive Services.