Organization Terms and Conditions
1 / INTRODUCTION
The World Continuing Education Alliance (hereinafter referred to as WCEA) supplies Learning Management solutions with the mission of connecting professionals from around the world with a quality education resource specifically targeted at your individual profession, specialty or special interests. To achieve our Mission, we make services available through our websites, and mobile applications.
1.2 Scope and intent
If you are using WCEA on behalf of a company or other legal entity, you are nevertheless individually bound by this Agreement even if your company has a separate agreement with us. If you do not wish to accept these terms and conditions do not access the Administration Portal. By entering the Administration Portal you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions.
2 / YOUR OBLIGATIONS
2.1 Applicable laws and this Agreement
You must comply with all applicable laws, the Agreement, as may be amended from time to time with or without advance notice.
2.2 Service eligibility
To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older and will not violate any rights of WCEA, including intellectual property rights such as copyright or trademark rights.
2.3 Notify us of acts contrary to the Agreement
If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.
2.4 Notifications and service messages
You agree that WCEA may communicate with you through your WCEA account or through other means including but not limited to email, your rights to unsubscribe from emails are not affected by this agreement.
2.5 Website content
You understand that WCEA provides platforms to host content by third parties. WCEA provides the websites on an “as is” basis, the WCEA and makes no representations or warranties of any kind with respect to this website or its contents and disclaims all such representations and warranties. In addition, WCEA makes no representations or warranties about the accuracy, completeness, or suitability for any purpose of the information and related graphics published in this website.
The information contained in this website may contain technical inaccuracies or typographical errors. All liability of WCEA howsoever arising from any such inaccuracies or errors is expressly excluded to the fullest extent permitted by law.
Neither the WCEA nor any of its directors, employees or other representatives will be liable for loss or damage arising out of or in connection with the use of this website. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties.
Third Parties upload content under terms and conditions requiring that they that they are legally entitled to publish such content, WCEA accepts no responsibility for any breaches and should dispute arise disputes they should be taken up with the third party content provider directly.
The use of content on this website is not intended to be a replacement or substitute for professional or legal advice.
2.6 Launch period and member lists
If your organization is an association (society, foundation), within the first 4 weeks of the launch of the Education Portal, you will upload the name and email addresses of your members either directly through the Administration Portal or by file transfer to the WCEA.
Your member lists are stored on a secure server. We will not under any circumstances sell your member lists. If someone on your member List complains or contacts us, we might then contact that person to resolve the complaint.
Only authorized employees have access to view your member lists.
We will only use the information in your member lists for the registration and launch of the Education Portal, as well as member offers, surveys and reminders.
3 / YOUR RIGHTS
On the condition that you comply with all your obligations under this Agreement, we grant you a limited, revocable, nonexclusive, non assignable, non sublicensable license and right to access the Services, through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of WCEA or its Users), view information and use the Services that we provide on WCEA webpages and in accordance with this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in WCEA and all related items, including any and all copies made of the WCEA website.
4 / OUR RIGHTS AND OBLIGATIONS
4.1 Scope of Services
The WCEA will supply you / your Organization with a Learning and Content Management System (LCMS).
4.2 Services Availability
For as long as WCEA continues to offer the Services, WCEA shall provide and seek to update, improve and expand the Services. Changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted.
4.3 Disclosure of User Information
Information on members / trainees provided to the WCEA by the organization will not be supplied to any third parties and will be used solely for the purposes of user account creation and management. However, you acknowledge, consent and agree that we may access, preserve, and disclose information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of the WCEA, our Users or the public.
5 / DISCLAIMER
Some countries and jurisdictions do not allow
the disclaimer of implied terms in contracts with consumers and as a result the
contents of this section may not apply to you.
We provide the platform for WCEA and all information and services on an “as is” and “as available” basis. WCEA does not control or vet user generated content for accuracy. We do not provide any express warranties or representations.
To the fullest extent permissible under applicable law, we disclaim any and all implied warranties and representations, including, without limitation, any warranties of merchantability, fitness for a particular purpose, title, accuracy of data, and non-infringement. If you are dissatisfied or harmed by the WCEA or anything related to WCEA, you may close your Administration account and terminate this agreement in accordance with section 7 (“termination”) and such termination shall be your sole and exclusive remedy.
WCEA is not responsible, and makes no representations or warranties for the delivery of any messages (such as emails, posting of answers or transmission of any other user generated content) sent through WCEA to anyone. In addition, we neither warrant nor represent that your use of the service will not infringe the rights of third parties. Any material, service, or technology described or used on the website may be subject to intellectual property rights owned by third parties who have licensed such material, service, or technology to us.
The WCEA does not have any obligation to verify the identity of the persons subscribing to its services, nor does it have any obligation to monitor the use of its services by other users of the community; therefore, WCEA disclaims all liability for identity theft or any other misuse of your identity or information.
The WCEA does not guarantee that the services it provides will function without interruption or errors in functioning. In particular, the operation of the services may be interrupted due to maintenance, updates, or system or network failures. The WCEA disclaims all liability for damages caused by any such interruption or errors in functioning. Furthermore, the WCEA disclaims all liability for any malfunctioning, impossibility of access, or poor use conditions of the WCEA site due to inappropriate equipment, disturbances related to internet service providers, to the saturation of the internet network, and for any other reason.
6 / LIMITATION OF LIABILITY
Some countries do not allow the
limitation or exclusion of liability in contracts with consumers and as a
result the contents of this section may not apply to you.
Neither the WCEA nor any of our subsidiaries, affiliated companies, employees, shareholders, or directors (“WCEA Affiliates”) shall be cumulatively liable for (a) any damages in excess of US $100, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from WCEA. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:
6.1 Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and
6.2 Not apply to any damage that WCEA may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement.
7 / TERMINATION
7.1 Mutual Rights of Termination
You may terminate this Agreement, for any or no reason, at any time, with notice to WCEA. The WCEA can cancel the agreement with 3 (three) months notice. Such notice to be emailed to the email address/s in your Administration account/s. Termination of the agreement includes disabling your access to the Administration Portal and termination of the Education Portal.
7.2 Misuse of the Services
WCEA may restrict, suspend or terminate the account of any User who abuses or misuses the Services.
8 / DISPUTE RESOLUTION
Law and Forum for Legal Disputes
This Agreement or any claim, cause of action or dispute (“claim”) arising out of or related to this Agreement shall be governed by the laws of England, regardless of your country of origin or where you access WCEA, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and WCEA agree that all claims arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in England You and the WCEA agree to submit to the personal jurisdiction of the courts located within England for the purpose of litigating all such claims. Notwithstanding the above, you agree that the WCEA shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
9 / GENERAL TERMS
If any provision of this Agreement is found by a court of competent
jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable
provision will be modified so as to render it enforceable and effective to the
maximum extent possible in order to effect the intention of the provision; and
if a court or arbitrator finds the modified provision invalid, illegal, void or
unenforceable, the validity, legality and enforceability of the remaining
provisions of this Agreement will not be affected in any way.
9.3 Notices and Service of Process
Via mail or courier at: Unit 16 Sovereign Park, Hemel Hempstead, Hertfordshire, HP2 7DA.
Any notices that you provide without compliance with this section on Notices shall have no legal effect.
9.4 Entire Agreement
You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other WCEA services, third-party content or third party software.
9.5 Amendments to this Agreement
We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting on the website or notifying you otherwise. If you do not want to agree to changes to the Agreement, you can terminate this Agreement at any time per Section 7 (Termination).
9.6 No Informal Waivers, Agreements or Representations
Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any WCEA Affiliate shall be deemed legally binding on any WCEA Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of the WCEA.
9.7 No Injunctive Relief
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.
9.8 Assignment and Delegation
You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you for any third party that assumes our rights and obligations under this Agreement.
10 / FEES
If your system allows you to create and offer vouchers for discounts on individual pieces of e-learning or discounts on all your e-learning on your portal then “Voucher Credits” can be created for individuals or Organizations. Discount vouchers can only be applied to your own e-learning, not e-learning supplied by third parties. If the WCEA is applying a transaction fee against sales of education using coupons will be invoiced by the WCEA at the full e-learning price as shown on the portal (prior to application of the coupon discount). Transaction fees on education that is discounted by a coupon are capped on a per user / per year basis at $10.
10.2 Alternative Payment Gateways
If you wish to create and sell education content, some organizations wish to sell e-learning through their existing payment gateway rather than through the WCEA payment gateway. When this process is applied the full payment is made directly to the organization and the WCEA will raise an invoice for any transaction fees that are due.
10.3 Payment for e-learning sales
We will pay organizations any amounts due for e-learning sales monthly by Check or Wire transfer.
10.4 User Licence Fees
Where user licensee fees apply they are listed in the Appendix.