We reserve the right to amend this Agreement at any time and without notice. If we do this, we will post the amended Agreement on this page and indicate at the top of the page the date the Agreement was last revised. Your continued use of the Service after any such changes constitutes your acceptance of the new Agreement. If you do not agree to any of this Agreement or any changes to this Agreement, do not use or access (or continue to access) the Service or discontinue immediately any use of the Service.
This End-User Agreement (this “Agreement”) is a legal contract between you, as either an individual or an Entity (as defined below), and Dynamic Workforce Solutions, LLC, and its assigns.
READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING DW’S PROPRIETARY MATERIALS AND TRAINING ACCOMPANIED BY THIS AGREEMENT.
DW CONTENT IS COPYRIGHTED AND IT IS MADE AVAILABLE TO YOU UNDER THIS AGREEMENT, NOT SOLD TO YOU. BY OBTAINING A SUBSCRIPTION, DYNAMICINSTITIUTE.COM OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, EDUCATIONAL INSTITUTION, OR AGENCY, INSTRUMENTALITY OR DEPARTMENT OF A GOVERNMENT (AN “ENTITY”) AS ITS AUTHORIZED LEGAL REPRESENTATIVE, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, AND REFERENCES TO “YOU” HEREIN REFER TO BOTH YOU, THE INDIVIDUAL END USER, AND THE ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT.
IF AT ANY TIME YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK THE “I DO NOT ACCEPT” OR SIMILAR BUTTON, TERMINATE ACCESS IMMEDIATELY CEASE AND REFRAIN FROM ACCESSING OR USING THE SERVICE. THIS AGREEMENT, ALONG WITH ANY ADDITIONAL TERMS OR POLICIES INCORPORATED HEREIN BY REFERENCE, REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND Dynamic Workforce Solutions, LLC, CONCERNING THE SERVICE, AND THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH DYNAMIC WORKFORCE SOLUTIONS, LLC RELATING TO THE SERVICE, WHETHER ORALLY OR IN WRITING.
1.1. Grant of Permitted Usage. Subject to your full and ongoing compliance with the terms and conditions of this Agreement, including without limitation payment of all applicable fees, the applicable DW hereby grants to you, and you accept, personal, limited, nonexclusive, nontransferable (except as set forth in Section1.5 below), non-assignable, revocable right to use the Services during the Term, and the user manuals and other reference materials accompanying the Service (the “Documentation”), only as authorized in this Agreement. For purposes of this Agreement, the “Services” includes any updates, enhancements, modifications, revisions, or additions to the Services made by DW and made available to end-users through DW web site. Notwithstanding the foregoing DW shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Services.
With our permission, you may use our Services if:
- You are 18 years or older or between the ages of 15 and 17 and using the Website and Services with your organization’s consent and supervision.
- Your membership or use has not otherwise been restricted, suspended or terminated.
- You are not using another Member’s account without her/his permission.
Notwithstanding the foregoing, you acknowledge and agree that Dynamic Works Institute may, but is not obligated, in its sole discretion and judgment, to:
- verify your use at any time as a User or Member
ii. permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to or use of the Service or your account(s) or to remove any User Content, Posts or other content or block any individual or entity for any reason (or no reason at all)
iii. All without notice and without liability for any damages and without necessarily consulting any other parties. Upon termination for any reason, you continue to be bound by this Agreement.
1.2. Scope of Use. Your license to use the Service is conditioned on the following restrictions, and any use of our Services in violation of any of these restrictions, or any of the other terms of this Agreement is a breach of this Agreement and unlicensed. You may use the Services which you have paid for during the Term of this agreement only.
Users agree not to involve DW in any litigation that occurs due to using the Services or website. DW will not be held liable for any loss or damage due to failure to comply with the terms of this Agreement.
As a condition of your use of the Service, you promise to:
i. Use the Service in compliance with all laws, regulations, ordinances, directives, court orders and this Agreement local and applicable to your use of the Website and Services.
ii. Use the Service so as not to damage, disable, overburden or impair the Service, our networks or systems or not to interfere with any others’ legal rights or use or enjoyment of the Service.
iii. Ensure you own or have a legal right to use the Services and do not otherwise infringe the Intellectual Property Rights of others. “Intellectual Property Rights” mean all worldwide rights in patents, trademarks, service marks, copyrights, trade secrets, publicity, goodwill, and all other intellectual property rights as may now exist or hereafter come into existence, and all derivatives, applications therefore and registrations, renewals, and extensions thereof.
January 31, 2021
- By way of example, and not limitation, your promise means you will not use the Service to create, offer, sell or distribute:
- Controlled substances (such as steroids, narcotics, tobacco products, prescription drugs, marijuana), medical devices or products or services presenting a risk to consumer safety
- Drug paraphernalia
- Bullying, harassing, obscene or pornographic items, sexually oriented or explicit materials or services
- Stocks, bonds or other securities, real estate, insurance or banking or financial services
- Guns, ammunition, firearms, knives, weapons or accessories regulated by law
- Items promoting hate, personal injury, death, damage or destruction to property
- Items infringing or violating others’ Intellectual Property Rights, privacy rights or proprietary rights or wrongfully disclosing confidential information
- To engage in, or encourage, promote, facilitate or instruct others to engage in, activities which are illegal or, in our judgment and discretion, result in:
- Infringing or violating others’ Intellectual Property Rights and/or privacy rights or wrongfully disclosing or using confidential information
- Promoting terrorism, abuse, libel, hate, personal injury, property damage, violence, racial intolerance or financial exploitation
- Causing risk of or actual personal injury or tangible or intangible property damage
- Defaming an individual or entity
- A betting, wagering, lottery, raffle, sweepstakes, pyramid, Ponzi or similar scheme or game or contest of chance
- Unauthorized self-promotion
You may be providing DW with contact information, including your email address, employer, job title and phone number when you become a User. By doing so, you consent to our using the email address to send you any notices required by law, in lieu of communication by postal mail, along with other messages, including changes to features of the Service, special offers and marketing, sales and promotional materials. By providing your email address you also consent to authorization of DW to report your usage and contact information to the Buyer purchasing the annual subscription. Through provision of this information, you consent to receipt of special offers and marketing, sales and promotional materials or direct contact from the Buyer or a representative of the Buyer. The Buyer is authorized to use usage data in reporting to funding sources.
Once you become a User, you are solely responsible for the activity that occurs on your account and for keeping your account password secure. You must notify DW immediately of any breach of security or unauthorized use of your account.
You alone are liable and responsible for all losses or damages caused by any unauthorized use of your account regardless of the reason or cause of the loss or damage – and not DW.
1.3 Copies and Modifications. Except and solely to the extent that such a restriction is prohibited under applicable law, you may not reverse engineer, decompile, disassemble, or otherwise translate any aspect or part of DW Website or Service. You may not copy, modify or adapt any material on the Website in any way. Except as authorized in this Section, no copies of DW, proprietary materials, documentation, or license keys, or any portions thereof, may be made by you or any person under your authority or control.
1.4. Assignment of Rights. You will not sublicense, lease, rent, or lend your rights in the Service, Documentation, Materials, or license keys, as granted by this Agreement, without prior written consent of DW, DW may assign this Agreement without limitation. Any assignment in violation of the foregoing shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
- Intellectual Property and Confidentiality
2.1. Use Reporting, Violations and Remedies. DW reserves the right, and you authorize DW, to gather data on key usage including license numbers or other applicable device identifier (including MAC address or UDID), domain counts, and other information deemed relevant, to ensure that our products are being used in accordance with the terms of this Agreement. DW reserves the right to remedy violations of any of the terms of this Agreement immediately upon discovery, by charging the then current list price of unauthorized users to the payment instrument used to make the original, authorized purchase, or by any other means necessary, including blocking access and disabling the Service. You agree not to block, electronically or otherwise, the transmission of data required for compliance with this Agreement. Any blocking of data required for compliance under this Agreement is considered to be violation of this Agreement and will result in immediate termination of this Agreement pursuant to Section 4.
2.2 Digital Millennium Copyright Act Compliance. If you have copyright concerns about any materials posted on the DW Website please provide us with written notice (“Notice”) which must include the following information:
- A physical or electronic signature of the owner or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the material that is claimed to be infringing and information reasonably sufficient to permit DW to locate the material.
- Information reasonably sufficient to permit DW to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is the owner or is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
DW’s agent for notice of claims of copyright infringement for the DW Website can be reached by mail at: DW 237 South Street, Waukesha, WI 53186, Attn: Legal Department.
2.3. . Subscriptions may be renewed under the agreement except if DW determines that the Service is used in violation of the terms of this Agreement. It is your responsibility to contact DW regarding any potential expiration that you deem inappropriate. DW shall not liable for any damages or costs incurred in connection with the expired subscriptions.
2.4. Proprietary Rights to Materials and Trademarks. You acknowledge that the Website, it’s contents, and the Documentation are proprietary to Dynamic Works Institute and are protected under United States copyright and other intellectual property laws and international treaties. You further acknowledge and agree that, as between you and Dynamic Workforce Solutions, LLC and its third party licensors own and shall continue to own all right, title, and interest in and to the Service and Documentation, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. Except for the limited, revocable subscription expressly granted to you herein, this Agreement does not grant you any ownership or other right or interest in or to the Service or the Documentation or any other intellectual property rights of DW, whether by implication, estoppel, or otherwise. Any and all trademarks or service marks that DW uses in connection with the Software or with services rendered by any of DW are marks owned by DW. This Agreement does not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.
2.5. Confidentiality. You shall permit only authorized users, who possess rightfully obtained access, to use the Service or to view the Documentation. Except as expressly authorized by this Agreement, you shall not make available the Service,
Documentation, or any access information to any third party, or use the Service, Documentation, or any license for any purpose other than exercising rights expressly granted to you hereunder. You agree to cooperate with and assist DW in identifying and preventing any unauthorized use, copying, or disclosure of the Service, Documentation, Materials or any portion thereof.
2.6. Consent to Use Data. You agree that DW may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals— that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Software. DW may use this information, as long as it is in a form that does not personally identify you or your personal project information, to operate, provide, improve, and develop our products, services, and technologies, to prevent or investigate fraudulent or inappropriate use of our products, services, and technologies, for research and development, and for the other purposes described in this Agreement or to you as part of our products and services.
2.7. Audit Rights. During the term of this Agreement, DW may audit, upon written notice to you, your books, records, and computing devices to determine your compliance with this Agreement and your payment of the applicable fees, if any, for the Service. In the event that any such audit reveals an underpayment by you of more than five percent (5%) of the license fees due to DW in the period being audited, or that you have breached any term of this Agreement, then, in addition to any other rights and remedies DW may have, you will promptly pay to DW any underpayments plus the cost of the audit.
- The DW Service will be available to you for use upon your receipt of one or more subscriptions. Upon acceptance of this Agreement, you may obtain one or more subscriptions by paying the requisite license fees, using the procedure set forth on the DW web site. The fees paid by you are paid in consideration of the subscription granted under this Agreement. Sales are final and DW does not refund fees under any circumstances. By accepting this Agreement you fully understand that once license fee payment is made to DW you will have no recourse for receiving a refund of any part of the fees.
- Term and Termination: This Agreement is effective upon your acceptance of the Agreement, or upon your accessing, and using the Service, even if you have not expressly accepted this Agreement. This Agreement shall continue in effect until expiration or termination as provided herein (the “Term”). Term-based subscriptions terminate upon the expiration of the prepaid term unless you have paid all applicable fees to extend the term. Without prejudice to any other rights, this Agreement will terminate automatically without notice to you if you breach or fail to comply with any of the limitations or other requirements described herein, including the payment of any applicable fees, and you agree that in any such case DW may, in addition to any other remedies it may have at law or in equity, remotely block your access to the Service.
- Indemnification: You will, at your own expense, indemnify and hold DW, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys’ fees (collectively, “Claims”), arising out of any use of the Service by you, any party related to you, or any party acting upon your authorization in a manner that is not expressly authorized by this Agreement.
- Limited Warranty; Disclaimer; Limitation of Liability
6.1. WARRANTY DISCLAIMER. THE SERVICES AND DOCUMENTATION MATERIALS ARE PROVIDED “AS IS,” AND DW/5 MINUTE COUNTDOWNTM DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, TITLE, TO THE FULLEST EXTENT AUTHORIZED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DW/5 MINUTE COUNTDOWNTM EXPRESSLY DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT USE OF THE PRODUCT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS OR ERRORS IN THE PRODUCT, WILL BE CORRECTED OR THAT THE PRODUCT WILL BE COMPATIBLE WITH FUTURE DW/5 MINUTE COUNTDOWN’STM PRODUCTS, OR THAT ANY INFORMATION STORED OR TRANSMITTED THROUGH THE PRODUCT WILL NOT BE LOST, CORRUPTED OR DESTROYED. YOU ASSUME RESPONSIBILITY FOR THE RESULTS OBTAINED FROM YOUR USE OF THE PRODUCT. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE PRODUCT.
6.2. LIMITATION OF LIABILITY. IN NO EVENT SHALL DW/5 MINUTE COUNTDOWNTM BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER SUCH PECUNIARY LOSS),
WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF 5 MINUTE COUNTDOWNTM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL DW’S TOTAL AGGREGATE AND CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS OF ANY KIND ARISING HEREUNDER EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU FOR THE SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
6.3. CERTAIN LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATION OR EXCLUSION OF CERTAIN TYPES OF WARRANTIES, DAMAGES, OR LIABILITIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, BUT IN SUCH A CASE THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION 6 SHALL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.
Notwithstanding the foregoing, we do not guaranty the confidentiality or privacy of any communication or information transmitted using the Service or any website linked to our website. We are not liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other user content stored on our equipment, transmitted over networks accessed by using our Service or otherwise connected with your use of the Service.
- Security: We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
- General Terms
10.1. Feedback. If you provide any ideas, feedback, suggestions, materials, information, opinions, or other input to DW (“Feedback”), regardless of any accompanying communication, DW has no obligation to review, consider, or implement your Feedback, all such submissions are made on a non-confidential basis, DW and its successors and assigns have an unconditional and unlimited right to use, reproduce, modify, and disclose such Feedback without any compensation or attribution, and you waive and agree not to assert any so-called “moral rights” you may have in the Feedback.
10.2. Governing Law and Choice of Forum. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Texas, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated within the District of Austin, TX. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
10.3. Severability. If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation. To the extent possible the provision will be interpreted and enforced to the greatest extent legally permissible in order to effectuate the original intent, and if no such interpretation or enforcement is legally permissible, shall be deemed severed from the Agreement.
10.4. Survival. Articles 2, 5, 6, and 7 of this Agreement and all Sections thereof, shall survive the termination or expiration of this Agreement, regardless of the cause for termination or expiration, and shall remain valid and binding indefinitely.
10.5. Headings. The Article and Section headings contained in this Agreement are incorporated for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
10.6. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
10.7. Amendment. DW reserves the right, in its sole discretion, to amend this Agreement from time to time by posting an updated version of the Agreement on www.dynamicinstitute.com, provided that disputes arising hereunder will be resolved in accordance with the terms of the Agreement in effect at the time the dispute arose. We encourage you to review the published Agreement from time to time to make yourself aware of changes. Material changes to these terms will be effective upon the earlier of (i) your first use of the Service with actual knowledge of such change, or (ii) 30 days from publishing the amended Agreement on www.dynamicinstitute.com. If there is a conflict between this Agreement and the most current version of this Agreement, posted at www.dynamicinstitute.com the most current version will prevail. Your use of the Service after the amended Agreement becomes effective constitutes your acceptance of the amended Agreement. If you do not accept amendments made to this Agreement, then this license will be immediately terminated pursuant to Section 4.
10.8. Taxes. You shall, in addition to the fees required under this Agreement, pay all applicable sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that may be levied or imposed by reason of the transaction contemplated under this Agreement, excluding income taxes on the net profits of DW.
10.9. Export Controls. You may not use, export, re-export, import, sell or transfer any of the proprietary materials made available through the Service, except as authorized by United States (U.S.) law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws and regulations. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also acknowledge that the Service may be subject to other U.S. and foreign laws and regulations governing the export of software by physical and electronic means. You agree to comply with all applicable U.S. and foreign laws that apply to DW as well as end-user, end-use, and destination restrictions imposed by U.S. and/or foreign governments. You also agree that you will not use the Service for any purposes prohibited by U.S. law, including, without limitation, the development, design, manufacture or production of nuclear missiles, or chemical or biological weapons.
10.10. Copyright and Trademark Notice: Copyright© 2015 DW, LLC. All rights reserved. The DW logo and DW Software Product are registered trademarks or trademarks of DW, LLC in the United States and/or other countries. All other trademarks referenced in the Service or Documentation are the property of their respective owners.