The materials on the School’s website are provided 'as is'. The School makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, the School does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.
In no event shall the School be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on the School’s website, even if the School or an authorized of the School has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
The materials appearing on the School’s website may include technical, typographical, or photographic errors. The School does not warrant that any of the materials on its web site are accurate, complete, or current. The School may make changes to the materials contained on its web site at any time without notice. The School does not, however, make any commitment to update the materials.
The School has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by the School of the site. Use of any such linked website is at the user's own risk.
Any claim relating to the School’s website shall be governed by the laws of the School Owner’s home jurisdiction without regard to its conflict of law provisions.
1. Privacy & Security; Disclosure
2. Service Warranty
POST ROAD shall use its reasonable best efforts to provide all Services in strict accordance with this Agreement and with a high degree of care, skill, diligence, professional knowledge, judgment, and expertise according to sound work practices and accepted professional and industry standards, in a well-managed, organized, and efficient manner. There can be no guarantee that you will be satisfied with the results of POST ROAD’s performance, or that any particular results will be achieved by you, even if communicated to POST ROAD. If you are dissatisfied with POST ROAD’s performance under this Agreement, your sole remedy is to terminate this Agreement in accordance with the provisions hereof. The warranty provided above is the exclusive warranty given by POST ROAD and supersedes any prior, contrary or additional representations, whether oral or written. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
3. Intellectual Property Warranty
You hereby represent and warrant to POST ROAD, its licensors and their respective members, officers, directors, shareholders, affiliates, employees and agents that (a) the User Generated Content shall not infringe the Intellectual Property Rights of any other person or entity, and (b) the User Generated Content shall not contain any “Prohibited Content” as defined in this Agreement. You hereby indemnify and hold harmless POST ROAD, its licensors and their respective members, officers, directors, shareholders, affiliates, employees and agents from and against any loss, claim, damage, liability, cost or expense whatsoever that any of them may incur arising out of or in connection with your breach of the foregoing warranty.
4. Your Responsibilities
You are responsible for all User Generated Content and all activity occurring on your website, blogs and social media accounts, and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, together with any and all applicable rules and regulations of any and all social media platforms on which User Generated Content or POST ROAD Generated Content shall appear, including but not limited to those related to copyright infringement, defamation, right of publicity, data privacy, obscenity, international communications and the transmission of technical or personal data. You shall notify POST ROAD immediately and use reasonable efforts to stop immediately any publication of User Generated Content on your website, blogs and social media accounts upon learning that such User Generated Content violates any applicable law, rule or regulation or this Agreement.
5. Use by POST ROAD of User Generated Content; Rights of Either Party to Other Party’s Content
POST ROAD shall have free, unrestricted and unlimited access to all of your User Generated Content for the purposes of providing the Services, and you hereby irrevocably and unconditionally grant POST ROAD your permission and license to use any and all User Generated Content on your social media pages in any manner POST ROAD deems reasonable or appropriate under this Agreement. Your prior approval will not be required for any posting of User Generated Content under this Agreement. If you do not want POST ROAD to post any specific User Generated Content under this Agreement, you must identify such User Generated Content to POST ROAD in writing on or before the Effective Date. POST ROAD may, but shall not be required to, communicate with your authorized representative(s) about specific postings of User Generated Content under this Agreement.
POST ROAD does not own and does not have any intellectual property rights in or to any User Generated Content. You, not POST ROAD, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Generated Content, and POST ROAD shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Generated Content. POST ROAD reserves the right to withhold, remove and/or discard User Generated Content without notice for any breach of this Agreement, including, without limitation, your non-payment of fees for the Services. Upon termination for cause, POST ROAD’s right to access or use User Generated Content immediately ceases, and POST ROAD shall have no obligation to maintain or forward any User Generated Content.
You have the non-exclusive, limited, non-transferable right and license to use any POST ROAD Generated Content on your social media pages for as long as this Agreement is in effect. POST ROAD shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all POST ROAD Generated Content, and you will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any POST ROAD Generated Content. POST ROAD reserves the right to withhold, remove and/or discard POST ROAD Generated Content without notice for any breach of this Agreement, including, without limitation, your non-payment of fees for the Services. Upon termination for cause, your right to access or use POST ROAD Generated Content immediately ceases, and you will have no obligation to maintain or forward any POST ROAD Generated Content.
6. Intellectual Property Ownership
POST ROAD alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights to the Services, any and all POST ROAD Generated Content, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, the POST ROAD Generated Content or any and all intellectual property and moral rights relating thereto. The POST ROAD name, the POST ROAD logo, and the product names associated with the Services are trademarks of POST ROAD or third parties, and no right or license is granted to use them.
Ownership of Program Materials. All intellectual property and ownership rights of any kind (such as copyright throughout the world and moral rights) to the Program and all materials, PowerPoint slides and other documents used in the Program (the “Materials”) shall remain with PRC at all times. Client and Program attendees shall have the right to retain and use the Materials provided as handouts for their own purposes following the Program, but shall not be allowed to copy, reproduce, transfer or otherwise repurpose the Materials at any time. PRC has no obligation to keep the Materials up to date following the Program.
7. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the order or subscription form which outlines fees, charges, and billing terms that are in effect at the time a fee or charge is due and payable. Payments may be made annually, semi-annually, monthly, or quarterly, consistent with the Initial Term, or as otherwise mutually agreed upon. You must provide POST ROAD with valid credit or debit card, EFT or approved purchase order information as a condition to signing up for the Services. POST ROAD reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
8. Billing ,and Cancellation
POST ROAD charges and collects in advance for use of the Services. POST ROAD will automatically renew and bill your credit or debit card or EFT account or issue an invoice to you (a) every month for monthly licenses, (b) every quarter for quarterly licenses, (c) each year on the subsequent anniversary for annual licenses, or (d) as otherwise mutually agreed upon.. Fees for services other than the Services will be charged on an as-quoted basis. POST ROAD's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on POST ROAD's income.
You agree to provide POST ROAD with complete and accurate credit or debit card, EFT information, billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, POST ROAD reserves the right to terminate your access to the Services in addition to any other legal remedies. If you believe your bill or credit card debit is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.YOU AGREE THAT YOU WILL NOT CHARGEBACK ANY AMOUNTS CHARGED TO YOUR CREDIT OR DEBIT CARD FOR SERVICES RENDERED UNDER THIS AGREEMENT. IF YOU CHARGEBACK A CREDIT OR DEBIT CARD FOR A PAYMENT INITIATED BY POST ROAD UNDER THIS AGREEMENT, YOU AGREE THAT POST ROAD MAY RECOVER THE AMOUNT OF THE CHARGEBACK IN ADDITION TO ONE HUNDRED DOLLARS ($100.00) BY ANY MEANS DEEMED NECESSARY, INCLUDING BUT NOT LIMITED TO RECHARGING YOUR CREDIT OR DEBIT CARD OR HAVING THE AMOUNT RECOVERED BY A COLLECTION AGENCY.
You may cancel the Services at any time upon at least thirty (30) days’ prior written or e-mail notice to POST ROAD. If notice of cancellation is not received by POST ROAD prior to the last day of a calendar month, you may be billed for Services for the immediately following calendar month,
9. Term; Renewal
This Agreement commences on the Effective Date in the Subscription Form and shall continue upon the expiration or termination of this Agreement as provided herein. Either party may terminate this Agreement at any time and for any reason upon thirty (30) days’ prior written or e-mail notice to the other party.
10. Termination for Cause
Any breach of your obligations under this Agreement or unauthorized use of the POST ROAD’s Services or POST ROAD Generated Content will be deemed a material breach of this Agreement and POST ROAD may terminate this Agreement with or without notice immediately upon becoming aware of such breach. You agree and acknowledge that POST ROAD has no obligation to retain the User Generated Content, and may delete such User Generated Content, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
11. Mutual Indemnification
You shall indemnify and hold POST ROAD, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the User Generated Content infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you of this Agreement, provided in any such case that POST ROAD (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release POST ROAD of all liability and such settlement does not affect POST ROAD's business or Services); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
12. Disclaimer of Warranties
POST ROAD AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT. POST ROAD AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY POST ROAD AND ITS LICENSORS.
13. Internet Delays
POST ROAD'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. POST ROAD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
14. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
Each of you and POST ROAD (the “Receiving Party”) shall hold in trust for the other party hereto (the “Disclosing Party”), shall not disclose to any person, firm or entity other than the Receiving Party’s employees and agents who have a need to know such information in order to perform the Services, and shall not use in any way detrimental to the Disclosing Party, any confidential or proprietary information of the Disclosing Party (“Confidential Information”). Without limiting the generality of the foregoing, “Confidential Information” includes any and all information relating to the Disclosing Party’s products, services, research, development, trade secrets, marketing and business plans, strategies, customers, suppliers, employees, agents, management and personnel, but does not include information in the public domain other than by reason of a breach of this Agreement. In the event the Receiving Party receives a subpoena or court order to disclose any Confidential Information, the Receiving Party shall deliver prompt written notice to the Disclosing Party and shall co-operate with the Disclosing Party’s attempts to obtain a protective order or other similar protection for the Confidential Information. This provision shall survive any termination of this Agreement for a period of two (2) years.
Each party to this Agreement agrees not to disparage the other party or the Services or otherwise damage the other party’s or the Services’ reputation or status in the community in any written, verbal or electronic communication with third parties, including but not limited to blog or social media postings and online review websites.
POST ROAD may give notice by means of a general notice on its website, electronic mail to your e-mail address on record in POST ROAD's account information, or by written communication sent by first class mail or pre-paid post to your address on record in POST ROAD's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to POST ROAD (such notice shall be deemed given when received by POST ROAD) at any time by e-mail to POST ROAD at email@example.com.
19. Modification to Terms
POST ROAD reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, at POST ROAD’s option, effective upon posting of an updated version of this Agreement on its website or by electronic mail to your e-mail address on record in POST ROAD’s account information containing a link to the modified Agreement or policy. You are responsible for regularly reviewing this Agreement. Continued use of the Services after any such changes shall constitute your consent to such changes.
This Agreement may not be assigned by you without the prior written approval of POST ROAD but may be assigned by either party to (i) a parent or subsidiary, (ii) an acquirer of your equity securities or assets, or (iii) a successor by merger or consolidation. Any purported assignment in violation of this section shall be void.
This Agreement shall be governed by Connecticut law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Connecticut. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and POST ROAD as a result of this agreement or use of the Services. The failure of POST ROAD to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by POST ROAD in writing. This Agreement, together with any applicable form and policies, comprises the entire agreement between you and POST ROAD and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
22. ReleasePOST ROAD has my permission to share my profile(s) or company page(s) or Author page(s) with legitimate PRC prospects and clients. POST ROAD has my permission to take photographs and videos of training at my organization for marketing purposes. These videos and photographs are primarily of POST ROAD instructors and have minimal focus on students or participants.
As used in this Agreement and in any order or subscription forms now or hereafter associated herewith:
"Agreement" means this Services Agreement, any order or subscription forms, whether written or submitted online via POST ROAD’s website, and any materials available on the POST ROAD website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by POST ROAD from time to time in its sole discretion.
"Content" means either User Generated Content or POST ROAD Generated Content, as the context may require.
"Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed, the Effective date on the subscription form or the date you begin using the Services.
"Initial Term" means the initial period during which you are obligated to pay for the Services equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter).
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, Services marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
“POST ROAD Generated Content” means content of any kind or nature whatsoever developed by POST ROAD, obtained by POST ROAD from sources in the public domain, or licensed from third parties for the purpose of providing Services under this Agreement and/or posting on its customers’ or clients’ blogs and social media pages on Facebook® and/or Twitter®, which shall consist of generic information not related to any customer’s or client’s business or industry.
“Prohibited Content” shall mean any of the following:
Securities/Investor Relations-Related Content.Forward-looking content or comments related to POST ROAD or other companies which speak to stock price, financial health or outlook, obligations to investors, or other Investor Relations-related responsibilities;
Confidential Content.Content which discloses any confidential or non-public third party information which you do not have permission and/or authority to disclose;
Disparaging Content. Content that disparages any person or entity, including POST ROAD and any entity affiliated with POST ROAD, and/or any of their respective products or services;
Commercial Content. Content that purports to market, sell, advertise, promote or otherwise offer for sale, lease or license, goods or services unless approved in advance and in writing by POST ROAD;
Health Care Content. Content offering advice on health care matters which can only be given by a doctor, nurse, chiropractor, or other qualified health care provider or practitioner licensed to practice such profession in the state where a recipient resides or has his/her principal place of business – information and Content available on POST ROAD should not be used to make diagnoses, administer treatment, prescribe medication or order tests.;
Content Contrary to Law or Public Policy. Content relating to matters, including but not limited to assisted suicide, that are contrary to law, regulation or public policy in any of the United States, Switzerland, or members of the European Union.
Infringing Content.Content that violates or infringes the rights of any person or entity including, but not limited to, privacy, publicity and/or intellectual property rights, including the copyrights and brand rights of POST ROAD and/or of third parties;
Hateful Content.Content that is hateful, tortious, defamatory, slanderous, libelous, or obscene;
Discriminatory Content.Content that promotes bigotry, racism, sexism, hatred or harm against any group or individual or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
Spam.POST ROAD observes and enforces a zero-tolerance policy for posting sales pitches for outside products or services or posting comments that drive traffic to a third party’s website (including for personal, political or monetary gain).
All decisions regarding whether a posting violates these guidelines will be made by POST ROAD, in its sole and absolute discretion. POST ROAD reserves the right to remove any posting, whether constituting User Generated Content or POST ROAD Generated Content, at any time, for any reason, without notice or explanation.
"Services(s)" means the social media marketing services made available by POST ROAD and selected by you on your subscription form.
“User Generated Content” means content of any kind or nature whatsoever developed by you and either made publicly available on your website, blog, social media page or anywhere else on the Internet, or communicated by you to POST ROAD in writing or by e-mail, to which POST shall have free, unlimited and unrestricted access under this Agreement.
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to firstname.lastname@example.org.
Questions and Suggestions
If you have questions or suggestions, please contact us at:
Post Road Consulting LLC
191 Post Road West
Westport, Connecticut 06880