Last Updated: 29 April 2020
Welcome, and thank you for your participation in CarrierDirect, LLC (“CarrierDirect,” “we,” or “us”), concerning your access to and use of the http://learning.carrierdirect.com/ website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). These Terms of Service are a legally binding contract between you and CarrierDirect regarding your use of and interaction with the Site.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 14, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND CARRIERDIRECT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 14.)
2. Eligibility. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Site; and (c) your use of the Site is in compliance with any and all applicable laws and regulations.
3. Accounts and Registration. You will be, or have been, invited to access the Site. That invitation will include a unique identifier (a “Registration ID“). After you have accessed the Site interface through a unique login, you will be able to associate the Registration ID with your instance of the Site and access specific Products.
4.1 Limited License. Subject to your complete and ongoing compliance with these Terms, CarrierDirect grants you, solely for your individual, commercial use in connection with the delivery of Products corresponding to the issued Registration IDs, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use through the internet on a device that you own or control.
4.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Materials; (b) make modifications to the Materials; or (c) interfere with or circumvent any feature of the Site, including any security or access control mechanism. If you are prohibited under applicable law from using the Site or the Materials, you may not use it.
4.3 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Materials or Site (“Feedback”), then you hereby grant CarrierDirect an unrestricted, perpetual, sublicensable, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Materials and the Site, and to create other products and services.
5. Ownership; Proprietary Rights. The Site is owned and operated by CarrierDirect and/or its third party licensors. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Site (“Materials”) provided by CarrierDirect or its third party licensors are protected by intellectual property and other laws. All Materials included in the Site or made available through the Site are the property of CarrierDirect or its third party licensors. Except as expressly authorized by CarrierDirect, you may not make use of the Materials or the Site. CarrierDirect reserves all rights to the Materials and the Site not granted expressly in these Terms.
6. User Content
6.1 User Content Generally. Certain features of the Site may permit or require users (including you) to upload content to the Site, including photos, video, images data, text, and other types of works (“User Content“) and to publish User Content. You retain any copyright and other proprietary rights that you may hold in the User Content that you post or submit through the Site.
6.2 Limited License Grant to CarrierDirect. By providing User Content to or via the Site, you grant CarrierDirect a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.
6.3 Limited License Grant to Other Users. By providing User Content to or via the Site, you grant those other users of our products and services, a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Site, and our products and services.
6.4 User Content Representations and Warranties. CarrierDirect disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Site. By providing User Content via the Site, you affirm, represent, and warrant that:
a. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize CarrierDirect and users of the Site and our products and services to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by CarrierDirect, the Site, and these Terms;
b. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause CarrierDirect to violate any law or regulation; and
c. your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
6.5 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. CarrierDirect may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Site you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against CarrierDirect with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, CarrierDirect does not permit copyright-infringing activities on the Site.
7. Prohibited Conduct.
a. use the Site for any illegal purpose or in violation of any local, state, national, or international law;
b. harass, threaten, demean, embarrass, or otherwise harm any other user of the Site;
c. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
d. interfere with security-related features of the Site, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Site except to the extent that the activity is expressly permitted by applicable law;
e. interfere with the operation of the Site or any user’s enjoyment of the Site, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Site; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Site;
f. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Site account without permission, or falsifying your age or date of birth;
g. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 5) or any right or ability to view, access, or use any Materials;
h. attempt to do any of the acts described in this Section 7 or assist or permit any person in engaging in any of the acts described in this Section 7;
i. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
j. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;
k. Attempt to impersonate another user or person or use the username of another user;
l. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise;
m. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site;
n. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site;
o. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
8. Digital Millennium Copyright Act
8.1 DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Site, you may contact our Designated Agent at the following address:
CarrierDirect, LLC. ATTN: Legal Department (Copyright Notification) 222 N. LaSalle St, Suite 1550, Chicago, IL 60601 Phone: 1-866-240-0003 Email: firstname.lastname@example.org
Any notice alleging that materials hosted by or distributed through the Site infringe intellectual property rights must comply include the following information:
a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
b. a description of the copyrighted work or other intellectual property that you claim has been infringed;
c. a description of the material that you claim is infringing and where it is located on the Site;
d. your address, telephone number, and email address;
e. a statement by you that you have a good faith belief that the use of the materials on the Site of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
f. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
8.2 Repeat Infringers. CarrierDirect will promptly terminate the accounts of users that are determined by CarrierDirect to be repeat infringers.
9. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Site. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 9, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
10. Term, Termination and Modification of the Site
10.1 Term. These Terms are effective beginning when you accept the Terms or first access, or use the Site, and ending when terminated as described in Section 10.2.
10.2 Termination. If you violate any provision of these Terms, your authorization to access the Site and these Terms automatically terminate. In addition, CarrierDirect may, at its sole discretion, terminate these Terms or your account, or suspend or terminate your access to the App, at any time for any reason or no reason, with or without notice.
10.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Site; (b) you will no longer be authorized to access your account or the Site; (c) you must pay CarrierDirect any unpaid amount, if any, that was due prior to termination; and (d) Sections 4.3, 5, 6, 10.3, 11, 12, 13, 14 and 15 will survive.
10.4 Modification of the Site. CarrierDirect reserves the right to modify or discontinue the Site at any time (including by limiting or discontinuing certain features of the Site), temporarily or permanently, without notice to you. CarrierDirect will have no liability for any change to the Site or any suspension or termination of your access to or use of the Site.
11. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Site, and you will defend and indemnify CarrierDirect and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “CarrierDirect Entities”) from and against every claim brought by a third party (including Participants and Customers), and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Site; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party, including a Customer or Carrier. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
12. Disclaimers; No Warranties
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. CARRIERDIRECT DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CARRIERDIRECT DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND CARRIERDIRECT DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR CARRIERDIRECT ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE CARRIERDIRECT ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER USER OR ANY CUSTOMER OR CARRIER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. CARRIERDIRECT DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT CARRIERDIRECT IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
13. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CARRIERDIRECT ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CARRIERDIRECT ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 14.4 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE CARRIERDIRECT ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 13 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.Dispute Resolution and Arbitration
14.1 Generally. In the interest of resolving disputes between you and CarrierDirect in the most expedient and cost effective manner, and except as described in Section 14.2, you and CarrierDirect agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CARRIERDIRECT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
14.2 Exceptions. Despite the provisions of Section 14.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
14.3 Arbitrator. Any arbitration between you and CarrierDirect will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA“) under its Consumer Arbitration Rules (collectively, “AAA Rules“) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting CarrierDirect. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
14.4 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration“). CarrierDirect’s address for Notice is: CarrierDirect Inc., 222 N LaSalle St., Suite 1550, Chicago, IL 60614. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand“). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or CarrierDirect may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or CarrierDirect must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by CarrierDirect in settlement of the dispute prior to the award, CarrierDirect will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
14.5 Fees. If you commence arbitration in accordance with these Terms, CarrierDirect will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Cook County, IL, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse CarrierDirect for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
14.6 No Class Actions. YOU AND CARRIERDIRECT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and CarrierDirect agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
14.7 Modifications to this Arbitration Provision. If CarrierDirect makes any future change to this arbitration provision, other than a change to CarrierDirect’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to CarrierDirect’s address for Notice of Arbitration, in which case your account with CarrierDirect will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
14.8 Enforceability. If Section 14.6 is found to be unenforceable or if the entirety of this Section 14 is found to be unenforceable, then the entirety of this Section 14 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 15.2 will govern any action arising out of or related to these Terms.
15.2 Governing Law. These Terms are governed by the laws of the State of Illinois without regard to conflict of law principles. You and CarrierDirect submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Cook County, IL for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the App from our offices in Illinois, and we make no representation that Materials included in or made available through the App are appropriate or available for use in other locations.
15.4 Additional Terms. Your use of the Site is subject to all additional terms, policies, rules, or guidelines applicable to the Site or certain features of the Site that we may post on or link to from the Site (the “Additional Terms“). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
15.6 Contact Information. The Site is offered by CarrierDirect Inc. located at 222 N LaSalle St, Suite 1550, Chicago, IL 60614. You may contact us by sending correspondence to that address or by emailing us at email@example.com. You can access a copy of these Terms by clicking here: [https://www.CarrierDirect.com/policies]
15.7 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Sites of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Site or to receive further information regarding use of the Site.
15.8 No Support. We are under no obligation to provide support for the Site. In instances where we may offer support, the support will be subject to published policies.