Terms of Service
Cadence Preferred Conditions and Terms of Service
Last updated July 1, 2015
Welcome to Cadence Preferred Cloud Seller. Cadence Preferred provides a web-based subscription with educational content and training over the Internet.
In order to use the SERVICE, you need to
1. be 18 years of age or older, or be 13 years of age or older and have your parent’s or guardian’s consent to these TERMS, and
2. have the power to enter a binding agreement with the PROVIDER, and
3. be a resident in the United States, and
4. warrant that any information that you submit to the PROVIDER is true, accurate, and complete, and you agree to keep it that way at all times.
Occasionally the PROVIDER may make changes to the SERVICE or TERMS. When the PROVIDER makes changes to the TERMS that the PROVIDER considers material, the PROVIDER will notify you through the SERVICE. By continuing to use the SERVICE after those changes are made, you are acknowledging your acceptance of the changes.
You consent to receiving communications from the PROVIDER relating to your account. These communications may involve sending emails to your email address or posting communications on the SERVICE, or in the "Account" page and will include notices about your account and are part of your relationship with the PROVIDER. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. You also consent to receiving certain other communications from us, such as newsletters about new features and content, special offers, promotional announcements, and customer surveys via email or other methods.
Some of the content provided as part of the SERVICE is only accessible when logged into the SERVICE via the website. Any copying, downloading, “scraping,” or other duplication of the content for offline or offsite use is prohibited. Some of the content provided as part of the SERVICE can be downloaded for offline use while the subscription is still active. Distribution to non-subscribers is prohibited. Use of downloaded content after an individual discontinues his or her subscription is prohibited.
The PROVIDER may provide access to the SERVICE for a limited time through a trial (TRIAL) for free or at a reduced price. For some TRIALS, the PROVIDER may require you to provide your payment details to start the TRIAL. At the end of such TRIAL, the PROVIDER may automatically start to charge you for the subscription or license on the first day following the end of the TRIAL, on a recurring monthly or quarterly basis. By providing your payment details in conjunction with the TRIAL, you agree to this charge. If you do not want this charge, you must cancel your TRIAL before the end of TRIAL. The PROVIDER is not required or obligated to send you a notice that your free trial period is ending or that the paying portion of your subscription has begun. CLICK THE "ACCOUNT" LINK TO FIND CANCELLATION INSTRUCTIONS. We will continue to bill your Payment Method on a monthly or quarterly basis for your membership fee until you cancel.
The SERVICE includes monthly subscriptions and quarterly reseller licenses. By starting your subscription or license and providing a Payment Method, you authorize the PROVIDER to charge you a monthly subscription fee or a quarterly reseller license fee to your Payment Method. The PROVIDER reserves the right to adjust pricing for the SERVICE or any components thereof in any manner and at any time as the PROVIDER may determine in its sole and absolute discretion. Except as otherwise expressly provided for in these TERMS, any price changes to your subscription will take effect following email notice to you and will be billed at the time of your next monthly or quarterly renewal. The subscription fee or licensing fee will be billed at the beginning of the paying portion of your subscription or license and each month or quarter thereafter unless and until you cancel your subscription or license. The PROVIDER will automatically bill your Payment Method on the calendar day corresponding to the commencement of your paying subscription or licensing fee. Subscription and licensing fees are fully earned upon payment. The PROVIDER reserves the right to change the timing of billing, in particular, as indicated below, if your Payment Method has not successfully settled. In the event your paying subscription or license began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. For example, if you started your subscription or licensing or became a paying member on January 31st, your next payment date is likely to be February 28th, and your Payment Method would be billed on that date. Your renewal date may change due to changes in your subscription. Visit our website and click on the "View billing details" link on the "Account" page to see the commencement date for your next renewal period. We may authorize your Payment Method in anticipation of subscription or service-related charges. As used in these Terms of Service, "billing" shall indicate a charge, debit or other payment clearance, as applicable, against your Payment Method.
PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance. Payment Methods. You may edit your Payment Method information by visiting our website and clicking on the "Account" link. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account (see, "Cancellation" below), you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. Check with your Payment Method service provider for details.
Cancellation. You may cancel your subscription or license at any time, and you will continue to have access to the SERVICE through the end of your current active period (up to one month in the case of a subscription and up to three months in the case of a reseller license). WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH SUBSCRIPTION OR RESELLER LICENSE PERIODS. To cancel, go to the "Account" page on our website and follow the instructions for cancellation. If you cancel your subscription or license, your account will automatically close at the end of your current billing period.
The SERVICE and the content provided through it are the property of the PROVIDER or the PROVIDER’s licensors. As a subscriber, you are granted a limited, non-exclusive, revocable license to make personal, non-commercial use of the SERVICE and content while your subscription is active.
You agree to abide by the user guidelines and not to use the SERVICE (including but not limited to its content) in any manner not expressly permitted by the TERMS.
The PROVIDER may allow users of the SERVICE to post, upload, and/or contribute content (USER CONTENT) to the SERVICE. You are solely responsible for any USER CONTENT you provide and for any consequences thereof. You represent that you have the right to post any USER CONTENT which you post to the SERVICE, and that such USER CONTENT, or its use by the PROVIDER does not: (a) violate these TERMS, applicable law, or the intellectual property or publicity rights of others; or (b) imply any affiliation, endorsement, approval, or cooperation with you or your USER CONTENT by the PROVIDER without express written consent. You grant the PROVIDER a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any USER CONTENT that you post on or in connection with the SERVICE. The PROVIDER is not required or obligated to not monitor, review, or edit USER CONTENT, but reserves the right to remove or disable access to any USER CONTENT for any or no reason, including but not limited to USER CONTENT that, in the PROVIDER’S sole discretion, violates these TERMS. The PROVIDER may take these actions without prior notification to you. Removal or disabling of access to USER CONTENT shall be at the PROVIDER’s sole discretion, and the PROVIDER does not promise to remove or disable access to any specific USER CONTENT. The PROVIDER is not responsible for USER CONTENT nor does it endorse any opinion contained in USER CONTENT. If you believe that any USER CONTENT infringes your intellectual property rights, or if you believe that any USER CONTENT does not comply with the user guidelines or that your rights under applicable law have been otherwise infringed by any USER CONTENT, please email firstname.lastname@example.org. You grant the PROVIDER a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, worldwide license to use, reproduce, make available to the public, publish, translate and distribute any USER CONTENT that you post on or otherwise provide through the SERVICE.
Please send a notice of alleged copyright infringement to email@example.com. Alternatively, pursuant to the Digital Millennium Copyright Act ("DMCA"), 17 United States Code § 512(c)(3), a notice of alleged copyright infringement should be sent to the PROVIDER’s designated copyright agent at the following address:
Cadence Preferred, LLC
Attn: Legal Department, Copyright Agent
4042 148th Ave NE
Redmond, WA 98052
A notification of alleged copyright infringement must be addressed to the PROVIDER’s copyright agent as listed above and include the following:
1. A physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of the copyright that is allegedly infringed;
2. Specific identification of each copyrighted work claimed to have been infringed;
3. A description of where the material believed to be infringed is located on the SERVICE (please be as detailed as possible and provide a URL to help us locate the material you are reporting);
4. Contact information for the complaining party, such as a complete name, address, telephone number, and email address;
5. A statement that the complaining party has a good faith belief that use of the work(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Additionally, sending an electronic copy of the notice to firstname.lastname@example.org will help expedite investigation by the PROVIDER.
The PROVIDER respects intellectual property rights and expects you to do the same. This means, for example, that the following is not permitted: (a) copying, reproducing, “ripping”, recording, or making available to the public any part of the SERVICE or content delivered to you via the SERVICE, or otherwise any making use of the SERVICE which is not expressly permitted under these TERMS; (b) using the SERVICE to import or copy any local files you do not have the legal right to import or copy in this way; (c) reverse-engineering, decompiling, disassembling, modification, or creating derivative works based on the SERVICE or any part thereof; (d) circumventing any technology used by the PROVIDER, its licensors, or any third party to protect content accessible through the SERVICE; (e) renting or leasing of any part of the SERVICE; (f) circumventing of any territorial restrictions applied by the PROVIDER; (g) artificially increasing play count or otherwise manipulating the SERVICE by using a script or other automated process; (h) removing or altering any copyright, trademark, or other intellectual property notices contained on or provided through the SERVICE; (i) providing your password to any other person or using any other person’s user name and password.
Please respect the PROVIDER and other users of the SERVICE. Don’t engage in any activity on the SERVICE or upload USER CONTENT, including registering and/or using a username, which is or includes material that (a) is offensive, abusive, defamatory, pornographic or obscene; (b) is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to, violations of intellectual property rights, privacy rights, or proprietary rights of the PROVIDER or a third party; (c) includes personal data of third parties or is intended to solicit such personal data, (d) includes malicious content such as malware, trojan horses, or viruses, or otherwise interferes with any user’s access to the SERVICE; (e) is intended or does harass or bully other users; (f) impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading; (g) uses automated means to artificially promote content; (h) involves the transmission of unsolicited mass mailing (“spam”), junk mail, chain letter, or similar; (i) involves commercial or sales activities, such as advertising, contests, sweepstakes, or pyramid schemes; (j) promotes commercial products or services; (k) interferes with the SERVICE, tampers with or attempts to probe, scan, or test for vulnerabilities in the SERVICE or the PROVIDER’S computer systems or network, or breaches any of the PROVIDER’S security or authentication measures, or (l) conflicts with the terms, as determined by the PROVIDER. You agree that the PROVIDER may also reclaim your username for any reason.
Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use of your username and password on the SERVICE. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by third parties, please notify the PROVIDER immediately and change your password as soon as possible.
The PROVIDER will make reasonable efforts to keep the SERVICE operational. However, certain technical difficulties or maintenance may, from time to time, result in interruptions. The PROVIDER reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the SERVICE, with or without notice, all without liability to you for any interruption, modification, or discontinuation of the SERVICE or any function or feature thereof. You understand and agree that the PROVIDER has no obligation to maintain, support, upgrade, or update the SERVICE, or to provide all or any specific content through the SERVICE.
If you have initiated use of the service and paid your first subscription or license fee, you have the right to change your mind and receive a full refund within three (3) days of purchase, but only if you have not started to consume the SERVICE including visiting pages that include content. If you cancel your payment after this period, and/or before the end of the subscription or license period, we will not refund any subscription or license fees already paid to us.
As a subscriber, your payment to the PROVIDER will automatically renew at the end of the subscription or license period (typically one month in the case of subscribers and three months in the case of reseller licensees), unless you cancel your subscription or license through your “Account” page before the end of the current subscription or license period. The cancellation will take effect the day after the last day of the current subscription or license period.
The PROVIDER may change the price for the subscriptions and/or licenses from time to time, and will communicate any price changes to you. Price changes for subscriptions or licenses will take effect at the start of the next subscription or license period following the date of the price change. By continuing to use the SERVICE after the price change takes effect, you accept the new price.
These TERMS will continue to apply to you until terminated by either you or the PROVIDER. The PROVIDER may terminate the TERMS or suspend your access to the SERVICE at any time, including in the event of your actual or suspected unauthorized use of the SERVICE or non-compliance with the TERMS.
If you or the PROVIDER terminate the TERMS, or if the PROVIDER suspends your access to the SERVICE, you agree that the PROVIDER shall have no liability or responsibility to you and the PROVIDE will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.
We endeavor to provide the best service we can, but you understand and agree that THE SERVICE IS PROVIDED “AS IS”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE SERVICE AT YOUR OWN RISK. THE PROVIDER DISCLAIMS ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE PROVIDER, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (i) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER THE PROVIDER HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (ii) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE, THIRD PARTY APPLICATIONS OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO THE PROVIDER DURING THE PRIOR THREE MONTHS IN QUESTION.
Should any provision of the TERMS be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the TERMS, and the application of that provision shall be enforced to the extent permitted by law.
These Agreements are subject to the law of the State of Nevada, United States, without regard to choice or conflicts of law principles. Further, you and the PROVIDER agree to the exclusive jurisdiction of the state and federal courts in Clark County, Nevada or King County, Washington to resolve any dispute, claim or controversy that arises in connection with these Agreements.
The SERVICE is only available to residents of the United States. As such, the following mandatory arbitration provisions apply to you:
You and the PROVIDER agree that any dispute, claim, or controversy arising out of or relating in any way to the SERVICE or your use thereof, including the TERMS, shall be determined by mandatory binding arbitration. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and the PROVIDER are each waiving the right to a trial by jury and the right to participate in a class or multi-party action. This arbitration provision shall survive termination of these TERMS and the termination of your subscription. The arbitration will be governed by the
Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (the “AAA Rules”), as modified by these TERMS, and as administered by the AAA. You and the PROVIDER agree that these TERMS involve interstate commerce and are subject to the Federal Arbitration Act.
You and the PROVIDER agree that (a) any claims seeking to enforce, protect, or determine the validity or ownership of any intellectual property rights, and (b) any claims related to allegations of theft, piracy, or unauthorized use of the SERVICE are NOT subject to mandatory arbitration. Instead, you and the PROVIDER agree that these claims (including but not limited to claims for injunctive or equitable relief) shall be exclusively decided by courts of competent jurisdiction in Clark County, Nevada, or King County, Washington, and that applicable Nevada, Washington, and/or Federal law shall govern, without regard to choice of law principles.
YOU AND THE PROVIDER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR
ITS INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR
PROCEEDING. Further, no arbitrator shall consolidate any other person’s claims with your claims, and may not otherwise preside over any form of a multi-party or class proceeding. If this specific provision is found to be unenforceable in any way, then the entirety of this arbitration section shall be null and void.
The arbitrator may not award declaratory or injunctive relief.
Any arbitration must be commenced by filing a demand for arbitration with the AAA within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitations period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.