LEARN & LEAD DIGITAL LEARNING PLATFORM TERMS & CONDITIONS
Definitions: "You" and "your" refers to the individual or entity that has ordered from APU Commercial Information Systems ("APU") or an authorized distributor of the APU products and/or services specified in your order. The term "products" refers to the Flashcard Decks, presentations, courseware, toolkits and other products owned or distributed by APU which you have ordered. The term "services" refers to the education and training services which you have ordered. A "named user" is an individual authorized by you to use the products which are installed on a single server or delivered to you via an online environment, regardless of whether the individual is actively using the product at any given time, and is not transferable. A "concurrent user" is each individual authorized by you to concurrently use the products which are installed on a single server or delivered to you via an online environment. An “employee” is defined as (i) all of your full-time, part-time, temporary employees, and (ii) all of your agents, contractors and consultants who have access to, use, or are tracked by the APU program to which the applicable products relate. The quantity of the licenses required is determined by the number of employee reserved seats and not the actual number of users. In addition, if you elect to outsource any business function(s) to another company, the following must be counted for purposes of determining the number of employees: all of the company's full-time employees, part-time employees, temporary employees, agents, contractors and consultants that (i) are providing the outsourcing services and (ii) have access to, use, or are tracked by the programs.
Applicability: These terms and policies ("the agreement") are subject to change, and those existing as of the date of your order and accepted by you are valid for and govern your order.
*Learning Credits: Learning Credits may be used to acquire education products and services offered in the APU online catalogue. Learning Credits may only be used to acquire products and services at the list price in effect at the time you order the relevant product or service, and may not be used for any product or service that is subject to a discount or a promotion when you acquire the relevant product or service. The list price will be reduced by applying the Learning Credits discount specified in your Learning Credits purchase. Learning Credits are valid for a period of 12 months* from the date your order is accepted by APU, and you must acquire products and must use any acquired services prior to the end of such period. Learning Credits are non-transferable and non-assignable.
*Learning Credits purchased using a valid APU agreement co-terminate with the expiration date on the agreement used for purchase or after the term of 12 months, whichever is sooner. This may impact the term of your Learning Credits.
Product Orders and Shipment: Once you place an order, the payment obligation is non-cancelable and the sum paid is nonrefundable (except as otherwise specified in this agreement).
Fees, Taxes and Invoices: All fees payable to APU are due within 15 days from the invoice date, or as otherwise stated in your order. You agree to pay any sales, value-added or other similar taxes imposed by applicable law that APU must pay based on the products and/or services you ordered, except for taxes based on APU’s income. Also, you will reimburse APU for reasonable expenses related to providing the services. You will be charged using the current pricing in effect at the time of your confirmed order placement. Pricing is only guaranteed if you have a written quote from APU. For orders placed against a quote from APU, you must accept the quote and provide a valid commitment to pay within the quote validity period.
You will be charged or invoiced when APU products are distributed electronically or otherwise made available to you for download as noted herein.
Rights Granted: Upon APU’s acceptance of your order, you have the non-exclusive, non-assignable, royalty-free, perpetual (unless otherwise specified) limited right to use the products you ordered solely for your internal business operations, and subject to the terms of this agreement, including the definitions and rules set forth in your order and any applicable program documentation. Any materials that APU provides to you in a class may be used solely by the learners.
Upon payment for services, you have the non-exclusive, non-assignable, royalty-free, perpetual, limited right to use for your internal business operations anything developed by APU and delivered to you under your order; however, certain deliverables may be subject to additional license terms provided in the order.
Ownership and Restrictions: APU retains all ownership and intellectual property rights to the products and anything developed by APU and delivered to you under your order resulting from the services. You may make a sufficient number of copies for your licensed use.
Third party technology that may be appropriate or necessary for use with some APU programs. Such third party technology is licensed to you under the terms of the third party technology license agreement specified in the program documentation and not under the terms of this agreement.
You may not:
* remove or modify any program markings or any notice of APU’s or its licensors’ proprietary rights;
* make the products or materials resulting from the services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license or materials from the services you have acquired);
* cause or permit reverse engineering (unless required by law for interoperability), disassembly or decompilation of the products (the foregoing prohibition includes but is not limited to review of data structures of similar materials produced by the products);
Warranty: THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS". TO THE EXTENT NOT PROHIBITED BY LAW, APU DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Nondisclosure: By virtue of this agreement, the parties may have access to information that is confidential to one another (“confidential information”). We each agree to disclose only information that is required for the performance of obligations under this agreement. Confidential information shall be limited to the terms and pricing in your order and all information clearly identified as confidential at the time of disclosure.
A party’s confidential information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.
We each agree not to disclose each other’s confidential information to any third party other than those set forth in the following sentence for a period of three years from the date of disclosing party’s disclosure of the confidential information to the receiving party. We may disclose confidential information only to those employees or agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than under this agreement. Nothing shall prevent either party from disclosing the terms or pricing in this agreement or orders submitted under this agreement in any legal proceeding arising from or in connection with this agreement or disclosing the confidential information to a governmental entity as required by law.
Limitation of Liability: NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. APU’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES YOU PAID APU UNDER THE ORDER GIVING RISE TO THE LIABILITY, AND IF SUCH DAMAGES RESULT FROM YOUR USE OF PRODUCTS OR SERVICE OFFERINGS, SUCH LIABILTY SHALL BE LIMITED TO THE FEE YOU PAID APU FOR THE DEFICIENT PRODUCT OR SERVICE OFFERING GIVING RISE TO THE LIABILITY.
Termination: If either of us breaches a material term of this agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate this agreement. If APU terminates this agreement as specified in the preceding sentence, you must pay within 15 days all amounts which have accrued prior to such termination, as well as all sums remaining unpaid for products ordered and/or services received under this agreement plus related taxes and expenses. Except for nonpayment of fees, the non-breaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if you are in default under this agreement, you may not use those products or services ordered.
If you have used a contract with APU or an affiliate of APU to pay for the fees due under an order and you are in default under that contract, you may not use the products and/or services that are subject to such contract.
Provisions that survive termination or expiration are those relating to limitation of liability, payment, and other which by their nature are intended to survive.
Export: Export laws and regulations of the UAE agree that such export control laws govern your use of the products (including technical data) and any services deliverables provided under this agreement, and you agree to comply with all such export laws and regulations). You agree that no data, information, product and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws.
Segmentation: The purchase of any products or services are all separate offers and separate from any other offer for any other products or services you receive or have received from APU. You understand that you may purchase any products or services independently of any other products or services. Your obligation to pay for (a) any products is not contingent on performance of any other services or delivery of any other products or (b) other services is not contingent on delivery of any products or performance of any other services. You acknowledge that you have entered into the purchase without reliance on any financing or leasing arrangement with APU or its affiliate.
Relationship Between Parties: APU is an independent contractor and we agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance. If while performing services APU requires access to other vendor’s products that are part of your system, you will be responsible for acquiring all such products and the appropriate license rights necessary for APU to access such products on your behalf.
Force Majeure: Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Both parties will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 90 days, either party may cancel unperformed services upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for services provided.
Further, APU may provide information to your employer (as identified by you and/or as evidenced by your use of your employer’s email domain), regarding your APU class registration and attendance history, your exam performance and your Learning Subscription history.
You agree that APU may engage APU affiliates and third party subcontractors to assist in delivering the products and services.
Other: You agree that this agreement and the information which is incorporated into this agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable order, are the complete agreement for the products and/or services ordered by you, and that this agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such products and/or services. If any term of this agreement is found to be invalid or unenforceable, the remaining provisions will remain effective. It is expressly agreed that the terms of this agreement and any APU ordering document shall supersede the terms in any purchase order or other non-APU ordering document and no terms included in any such purchase order or other non-APU ordering document shall apply to the products and/or services ordered. This agreement and ordering documents may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online through the APU Store by authorized representatives of you and of APU. Any notice required under this agreement shall be provided to the other party in writing.
You may not assign this agreement or give or transfer the products and/or any services or an interest in them to another individual or entity. If you grant a security interest in the products and/or any services deliverables, the secured party has no right to use or transfer the products and/or any services deliverables, and if you decide to finance your acquisition of the products and/or any services, you will follow APU’s policies regarding financing.
Except for actions for nonpayment or breach of APU’s proprietary rights, no action, regardless of form, arising out of or relating to this agreement may be brought by either party more than two years after the cause of action has accrued.
APU may audit your use of the products and services (e.g., through the use of software tools) to assess whether your use of the products and services is in accordance with this agreement and your order. You agree to cooperate with APU’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with your normal business operations. You agree to pay within 15 days of written notification any fees applicable to your use of the products or services in excess of your license rights. If you do not pay, APU can end your use of the products and services and/or this agreement and your order. You agree that APU shall not be responsible for any of your costs incurred in cooperating with the audit.
This agreement is governed by the substantive and procedural laws of the United Arab Emirates (UAE) and you and APU agree to submit to the exclusive jurisdiction of, and venue in, the courts in the UAE any dispute arising out of or relating to this agreement.
You agree to the following, and in the event any of your employees register to take an APU learning path under your order, you will inform them that they will be required to agree to the following in order to participate:
Unlimited Product Learning Subscription (UPLS): is defined as a collection of web based learning materials, including video content and services focused on APU's Workforce Development Program (WDP). UPLS is made available on a named user basis, for a one year term from the effective date of your order; therefore, unauthorized individuals may not view UPLS content at any time. You are responsible for meeting the minimum system requirements to order the UPLS offerings. UPLS orders are non-cancelable and non-refundable. In the event that any APU programs are made available for download as part of the service, then use of such programs is subject to the terms of this agreement.
Hosted named users must register for, and attend, courses within the subscription term.
Classes may not be recorded or shared in any manner.
A Pass may only be transferred if:
- The Learn & Lead Pass is a multi-year subscription and the original hosted named user has left the employment of the applicable organization;
- The transfer is effective upon an anniversary of the multi-year Pass activation date and there is at least one (1) annual Pass subscription period remaining.
Except as expressly permitted by APU above, a Pass may not be shared or distributed to third parties. Unauthorized Pass sharing will result in revocation.
All Learning Subscriptions are subject to the following Reasonable Use and Security terms:
Reasonable Use: A single named user may only access one (1) course environment at a given time. APU reserves the right to restrict your access in the event that your concurrent use exceeds reasonable limits and degrades the service offering.
You acknowledge that APU’s ability to provide your subscription access depends upon your fulfillment of the following obligations:
- Provide voice-over-IP (VOIP) capability, if required.
- Maintain the properly configured hardware/operating system platform to support the services.
- Obtain licenses under separate contract for any necessary APU programs before the commencement of services
- Maintain annual technical support for the APU programs under separate contract throughout the term of the services.
- Identify all named users at the time that the subscription is activated, as applicable.
- Subscriptions are exclusively for specific named users and employees employed by you; and others may not view such content.
- A Subscription offering must be viewed from the country from which it was activated.
- Unauthorized recording, copying, or transmission of such content is strictly prohibited.
APU may update, remove or modify certain materials from time to time at its discretion.
Additional fees apply if APU customizes the content on your behalf.
As stated in the Fees, Taxes and Expenses section, you will be charged or invoiced when Products are shipped, distributed electronically, or otherwise made available to you for download.
All tangible content provided, inputted or uploaded by you or on your behalf shall remain your sole property, except to the extent such content incorporates APU materials.
You may modify and combine Fixed Fee Products, subject to the restrictions set forth in your order and for your internal use only; provided, however, that you hereby assign to APU all right, title and interest in and to any derivative works of APU materials created by you.
Platform Adoption Services
Platform Adoption Services are engagements delivered in connection with APU Products. A Platform Adoption Services may be comprised of any combination of the person day types specified below. A “person day” is defined as one person working for up to 8 hours per day.
Analyze your current business transformation strategy, communication plan, measurement strategy, training strategy, support and reinforcement strategy for up to one (1) line of business within your organization.
Training Needs Analysis
Analyze your end user training requirements, consisting of data gathering through interviews with subject matter experts, key users and end users, to derive the scope, approach and methodology for the design, development and delivery of a train-the-trainer or an end-user training curriculum.
Assist with the planning and preparation of a communication plan with the preparation of change communication campaigns, including deliverables such as presentations, newsletters, and media.
Billable Project Management
Project management services to manage the day-to-day activities of the user training project, including agreed upon project planning, resource planning, first line communication with your project team.
Assist with the planning and preparation of a train-the-trainer or an end-user training curriculum and related training materials based upon APU’s pre-existing custom courseware or toolkits proprietary training materials that addresses the specifications for use in providing the training services for your end-users. Training shall be tailored to focus on your business roles and your business processes.
Advanced Curriculum Development
Assist with the planning and preparation of a train-the-trainer or an end-user training curriculum and related training materials. The training curriculum and training materials will be developed with focus on your business roles and your business processes.
Advanced Training Delivery
Prepare and deliver custom training curriculum for up to twelve (12) of your trainers or key users through train-the-trainer events, or up to twelve (12) of your end users through end user training events., to assist users with incorporating the knowledge and skills which they have acquired during training into their daily routines.
You acknowledge that APU’s ability to perform the services and any estimate related depends upon the following project assumptions and your fulfillment of the following obligations:
*Maintain the properly configured hardware/operating system platform to support the services.
*Obtain licenses under separate contract, for any necessary software (e.g. MS Office, Captivate, etc.) and hardware programs before the commencement of services.
*Maintain annual technical support for the APU software and hardware under separate contract throughout the term of the services.
*Provide and maintain a training database and training data during curriculum development and training delivery.
*Remain responsible for any reproduction of materials.
*Remain responsible for post-training first-level support (help desk, operations, etc.), except as otherwise agreed by the parties in writing.
*Integrate media based training, simulations, or visuals into your learning management. If you would like APU to provide you with services related to your integration of the media based training specified in your order, such services may be provided separately by APU pursuant to a separate order. You shall provide APU with an authorized copy of the learning management system software you currently use for APU's use in testing and validating the functionality of the computer-based simulations or training courseware.
*Provide APU with full access to relevant functional, technical and business resources with adequate skills and knowledge to support the performance of services.
*Provide any notices, and obtain any consents, required for APU to perform services.
*Limit APU’s access to any production environment or shared development environments to the extent necessary for APU to perform services.
*Provide and maintain the development, test, production, and training environments, including servers, Operating System (“OS”) and Relational Database Management System (“RDBMS”) that are required for the services. You will provide the required computer server equipment and administrative support for housing the target application(s) server and the database server in accordance with APU specifications (the “training environment”). These servers will be accessible to APU over a network provided and administered by you. You will also provide each project team member with a workstation running Windows NT 4.0 or later and connected as part of the training environment.
*Provide and maintain an accessible working training environment for development & delivery.
*Provide a resource for use of your legacy systems and business process as they relate to the target application(s).
*Designate personnel with subject matter expertise in the subject matter area to be available in a timely manner for interviews when needed as specified by the project lead.
*Provide APU with your basic end-user and technical specifications, including end-user availability, to enable APU to plan the training curriculum and schedule.
*Set-up classroom with sufficient space and technology for all training delivery events. Training facilities for delivery of the services shall include the appropriately configured hardware and workstations, and shall be equipped with audio-visual equipment, including computer projection equipment and standard classroom training materials. Inadequate facilities or equipment may affect the duration and costs associated with the project.
*Provide students with copies of the training materials.
*Provide ongoing systems administration support, as required, during the term of the project.
* APU reserves the right to use contractors for portions of the work.
Platform Adoption Services: Other Terms
You will receive an email from APU notifying you that files are available for download from an FTP site or Workspace, if applicable to the services ordered by you. Instructions for download will be provided in the email. You should notify APU immediately if you have any difficulties with the download. You should consider the email the same as shipping date for billing purposes.
Upon delivery, you shall provide APU with a signed Milestone Acceptance Form. In the event that you fail to provide such signed Milestone Acceptance Form within three (3) days, such services shall be deemed to have been received by you. For the avoidance of any doubt, fees for Platform Adoption Services are based upon the delivery of person-days and not any particular deliverables.
APU will provide a digital copy of the deliverables created during the development cycle.
All content is designed, developed, delivered, and presented in English, or such other languages the parties may agree upon in writing.
Any scope changes or non-availability of your resources or environments may result in changes to the project plan and project timelines
Platform Adoption Services Day Cancellation/Rescheduling Policy: APU may cancel or reschedule Platform Adoption Services days at its discretion, and if it does, will use reasonable efforts to notify you at least one week in advance. You will not be charged for the APU cancellation or rescheduling.
Platform Adoption Services Days
APU will assess...
cancel your scheduled Platform Adoption Services days 14 or more calendar days before the scheduled start date of the class
reschedule your scheduled Platform Adoption Services days 1-13 calendar days prior to the class start day
50% of the service fee
50% of the service fee