Welcome to Cherwell Software’s Video Learning Library (the “Service”). This document describes in detail your rights and our rights relating to your use of the Service, so please review these Terms carefully. The Service is owned and operated by Cherwell Software, LLC, which is referred to in this Agreement as “Cherwell”, “we,” “us” or similar references.
Please direct any legal questions to:
Attn: General Counsel
Cherwell Software, LLC
10125 Federal Drive
Colorado Springs, CO 80908
The Terms of Service
Cherwell may, in its sole discretion, modify or revise these Terms of Service and related policies at any time, and you agree to be bound by such modifications or revisions. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.
The Service delivers Content regarding Cherwell Software and related services. “Content” includes, without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Service. Such Content made available on the Service is a copyrighted work of Cherwell Software, LLC and is protected by United States and international law, regulations and treaties. This Content may not be disclosed in whole, or in part, except as provided herein. You may not alter or copy the Content in any form or by any means, including the use of information and retrieval systems. Further, the Content may not be reproduced, distributed, displayed, published, broadcast, rewritten, or used to produce derivative works for any unauthorized or unlicensed purpose. Cherwell Software, LLC retains all current, future, and potential intellectual property and proprietary rights in the Content and/or Service and its derivatives.
Registration and Cherwell Accounts
Certain of the Cherwell Services will require the user to create a Cherwell account and provide certain data to utilize your subscription. If you do decide to register, you will select a user name and password for your account (“Account”). Cherwell Service accounts should not be shared. If you share your Account Information with anyone, that other person may be able to take control of the account, and we may not be able to determine who the account holder is. We will not have any liability to you (or anyone you share your Account Information with) as a result of your or their actions.
You must notify us at VLL@Cherwell.com of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your user name and password.
If you have registered on the Service, you represent and warrant that: (a) the information about yourself is true, accurate, current, and complete (apart from optional items) as required by various Cherwell registration forms (“Registration Data”) and (b) you will maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Cherwell has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Cherwell has the right to suspend or terminate your account and refuse any and all current or future use of the Service. Although Cherwell will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Cherwell or others due to such unauthorized use.
General Use of the Service
Termination. You acknowledge and agree that Cherwell may terminate and/or suspend your access to any portion of the Cherwell Service should you fail to comply with the Terms and Conditions or any other guidelines and rules published by Cherwell. Any such termination or suspension shall be in Cherwell’ sole discretion and may occur without prior notice, or any notice. Cherwell further reserves the right to terminate or suspend any user’s access to Cherwell or to any portion of the Cherwell Service for any conduct that Cherwell, in its sole discretion, believes is or may be directly or indirectly harmful to other users, to Cherwell or its subsidiaries, affiliates, or business contractors, or to other third parties, or for any conduct that violates any local, state, federal, or foreign laws or regulations. Cherwell further reserves the right to terminate a Member’s paid account if the accounts payments have been interrupted for such account for three (3) consecutive months. Cherwell further reserves the right to terminate a Member’s free account if no activity has occurred in such account for three (3) consecutive months.
License to Content
All Content provided by the Service is the sole property of Cherwell. No Content may be downloaded and shared without the express written consent of Cherwell. If you upload Content, you are granting Cherwell a license to display, perform and distribute your Content and to modify (for technical purposes, e.g. making sure content is viewable on smart phones as well as computers and other devices) and reduce such Content to enable Cherwell to operate the Service. You also agree that Cherwell has the right to elect not to accept, post, store, display, publish or transmit any Content in our sole discretion.
You agree that these rights and licenses are royalty free, worldwide and irrevocable (for so long as your Content is stored with us), and include a right for Cherwell to make such Content available to, and pass these rights along to, others with whom Cherwell has contractual relationships related to the vision of the Cherwell Service, solely for the purpose of providing such services, and to otherwise permit access to or disclose your Content to third parties if Cherwell determines such access is necessary to comply with its legal obligations.
Access to Content. If Cherwell decides to allow submission of your Content, you shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit; and you license to Cherwell the right to publish the Content on the Service pursuant to these Terms of Service.
Content Not Screened or Error Free. You acknowledge and agree that Cherwell does not screen or review published content on the Service to determine whether it contains false or defamatory material, or material which is offensive, objectionable, or which contains errors or omissions.
Under no circumstances will Cherwell be liable in any way for any user or other third party Content, including, but not limited to, for any defamation, falsehoods, errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use or publication of any such Content posted, emailed or otherwise transmitted via the Services. Cherwell does not guarantee that any Content will be to your satisfaction.
User Agreement Not to Circumvent Publishers’ Ownership Rights. You acknowledge and agree that your rights to use the Content that you contribute to the Service are strictly limited to the terms of those rights that you obtained in connection with your acquisition of the Content itself. Except as permitted expressly by such rights, you may not copy, reduce, modify, publish, transmit, transfer or sell, maintain, retain, create derivative works from, distribute or re-distribute, perform, link, display or in any way exploit any Content obtained through the Cherwell Service, including, without limitation, by incorporating data and or Content from the Service into any e-mail, search, catalogue, directory, or other “white pages” products or service, whether browser based, based on proprietary client-site applications, web-based, or otherwise exploited in any manner not intended by the normal functionality of the Cherwell Service. You understand, agree and acknowledge that engaging in any of the aforementioned conduct may constitute a crime and/or other form of unlawful behavior for which you may be held criminally and/or civilly liable.
Intellectual Property Rights. In agreeing to these Terms, you also agree that the rights in the Service and Cherwell Software, including all intellectual property rights, such as trademarks, patents, and copyrights, are protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations and treaties, in addition to these Terms and any Separate Agreement.
Cherwell Service Management® is a registered trademark of Cherwell Software, LLC, in the U.S. and pending registration in other countries, the logo and marks of Cherwell™ and Cherwell University™ may be registered or pending registration in the U.S. and other countries. ITIL® is a registered trademark of the Office of Government Commerce in the United Kingdom and other countries. All other trademarks, trade names, service marks, copyrighted material and logos referenced herein are the property of their respective owners / companies.
Right to Modify the Service. We retain the right, in our sole discretion, to implement new elements as part of and/or ancillary to the Service, including changes that may affect the previous mode of operation of the Service. We expect that any such modifications will enhance the overall Service, but it is possible that you may not agree with us. You also acknowledge that a variety of Cherwell actions may impair or prevent you from accessing your Content or using the Service at certain times and/or in the same way, for limited periods or permanently, and agree that Cherwell has no responsibility or liability as a result of any such actions.
Cloud Network. The Service is available worldwide and our data processing operations take place world-wide on a Cloud network. If you use the Service, you acknowledge that you may be sending electronic communications (including your personal account information and Content), through computer networks owned by Cherwell and third parties located in various countries. As a result, your use of the Service will likely result in international data transmissions, and your use of the Service shall constitute your consent to permit such transmissions.
DISCLAIMER OF WARRANTIES
THE SERVICE IS PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND NONINFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW. YOU EXPRESSLY UNDERSTAND AND AGREE THAT CHERWELL DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF INFORMATION OR MATERIAL IN THE SERVICES. CHERWELL DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CHERWELL’S LIABILITY HEREUNDER EXCEED THE AMOUNT RECEIVED BY CHERWELL FOR YOUR USE OF THE SERVICE, NOR SHALL CHERWELL BE LIABLE FOR LOST PROFITS, LOSS OF USE OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
You agree to indemnify and hold Cherwell and its subsidiaries, affiliates, officers, agents, or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Service, your use of the Service, your violation of these Terms and Conditions or any other applicable published Cherwell usage terms, conditions, policies, or requirements.
Consent to Exclusive Jurisdiction, Waiver of Objections
These Terms and Conditions and the relationship between you and Cherwell shall be governed by the laws of Colorado without regard to its conflict of law visions. You agree to submit to the personal and exclusive jurisdiction of the courts located in Colorado Springs, Colorado, for the adjudication of any and all claims arising out of your use of the Service, and you waive any objection thereto.
Ability to Accept Terms of Service
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.