End User License Agreement
iDisability Subscription and End User License Agreement Version 1.0 (Effective July 1, 2022)
iDisability appreciates your choice to use our employment and inclusion training modules (“Modules”) and all related materials (collectively, the “Product”) and we hope that our Product will help establish a foundation for you to communicate with, interview, hire, accommodate, and engage people with disabilities in your workforce. To promote the optimal use of our Product, we have created the terms you will find herein, which are designed to ensure the protection and facilitation of the valuable information our Product delivers. As you will see below, you have the right to decline these terms\, however, though we respect your decision, you will not be able to use our Product. If these terms are agreeable, please confirm your consent by checking the box below and thank you again for choosing iDisability!
1. Download; Acceptance; Product “AS IS”
1.1. To use the Product, you must download it from the Website or, if applicable, the link or file provided to you by Company, and install it into a compatible learning management system (“System”), provided such use must at all times be in compliance with this EULA. If you do not have a System, or if your System is not compatible with the Product, upon written request to the Company, Company may elect to provide the Product in a video format of Company’s selection or, if Company determines that an alternative is not suitable, to terminate this Agreement and your license.
1.2. Without limitation of the remainder of this EULA, your use of Product is strictly subject to the following conditions:
You shall not permit any Person to use the Product, except as specifically permitted herein. As used in these Terms, “Person” shall mean any natural person or entity.
You have paid each Subscription Payment (defined herein), in full, when due;
You have agreed to, and are in compliance with, all Policies; and
You ensure that each Permitted User (defined herein) is: i) a natural person; ii) who is over the age of 18; iii) uses the Product in accordance with our Policies.
1.3 By affixing a check to the acceptance box herein, OR BY USING THE PRODUCT, including but not limited to any Demonstration Product (defined herein), you agree to be bound by this EULA. Furthermore, you agree that whenever you click on an “I agree,” “I consent” or other similarly worded “button” or entry field in the Product or the Website, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.
1.4 When purchasing the Product, you may be provided with various options relating to your purchase, such as, but not limited to, product types, pricing, Term of License (defined herein), and Modules (each, a “Selection”). You agree that your Selections will automatically become a part of the Agreement, and you will be bound by each of the Selections that you have made. In the event of a dispute or disagreement relating to any Selection, iDisability shall have the right to immediately terminate your license, in which event, provided that no other amounts are due to iDisability, iDisability may refund any unused pre-paid amounts.
1.5 You agree that your decision to use or purchase a license for the Product is for the Product and Term of License specified in your Agreement, by your Selections, and only in its current “AS IS” state, and such decision is not contingent upon, and expressly excludes, the delivery of any future functionality, features, or updates.
2. Term of License; Subscription Payments; Grant of License; Demonstration Product
2.1. Grant of License.
Subject to this EULA, and expressly conditioned upon iDisability’s receipt of your payment of all applicable Subscription Payments, iDisability grants you a conditional, limited, non-exclusive, non-transferable, license to use the Product, for the Term of License (defined herein). This software is licensed to you for your use, not sold. If at any time your license is terminated, you agree to immediately cease use of the Product and to provide iDisability with such evidence of your compliance as iDisability may request.
2.2. Term of License.
Your license for use of the Product shall begin on the date of payment of your initial Subscription Payment (the “Effective Date”) and shall continue for the period set forth in your Selections (the “Initial Term of License”). Unless otherwise terminated in accordance herewith, your Agreement, and this grant of license, shall automatically renew for successive one (1) year periods (each a “Renewal Term”) immediately prior to the expiration of the Initial Term of License, and, unless terminated in accordance herewith, on each annual anniversary thereafter (the date that would otherwise have been the date of expiration of the Initial Term of License, and each applicable annual anniversary thereof, are referred to herein as an “Anniversary Date”); provided the foregoing grant of license shall be expressly conditioned upon iDisability’s receipt of your Subscription Payment for the applicable Renewal Term. Collectively, the Initial Term of License and all Renewal Terms, if any, may be referred to herein as the “Term of License”). Notwithstanding the foregoing, you may terminate your Agreement by delivery of written notice thirty (30) days in advance of any Anniversary Date, in which event the Agreement and the related grant of license shall not renew, but instead shall terminate at 11:59:59 PM on the day before the upcoming Anniversary Date.
2.3. Subscription Payment.
On the Effective Date and each Anniversary Date, you agree to make payment of all fees, taxes, and other applicable charges relating to your use of the Product, as more fully set forth in your Agreement (your “Subscription Payment”). By accepting this EULA, you expressly authorize iDisability to automatically charge the payment method you have provided, for the full amount of each Subscription Payment, and you further authorize iDisability to store such payment method for at least the Term of License. If your payment method fails, you agree to immediately provide an alternative payment method. Without limitation of iDisability’s other rights and remedies, your acknowledge and agree that any failure to make a Subscription Payment on the Effective Date, or Anniversary Date, as applicable, may, in iDisability’s sole discretion, result in your license to use the Product being suspended or terminated.
2.4. Devices; No Transfer.
You may not rent, lease, lend, sell, transfer, redistribute, or sublicense (collectively, “Transfer”) the Product. If you Transfer any device on which the Product is installed, you agree to remove the Product from such device before doing so.
2.5 Permitted Users
Provided that you are not otherwise in default of this EULA, that such Person(s) do not engaged in any action or inaction that would constitute a default of this EULA if such actions or inaction were taken by you, and that the foregoing compliance is maintained throughout the entire period of such Person(s) use, you are permitted to allow your employees and independent contractors to access the Product through your System (each, then a “Permitted User”). Provided, anything to the contrary notwithstanding, you shall be solely responsible for every Permitted User’s strict compliance with all Policies. For avoidance of doubt, any default of our Policies by a Permitted User shall constitute a default by Licensee.
2.6. iDisability Termination Right
This EULA shall continue until otherwise terminated in accordance with its terms. Anything to the contrary notwithstanding, iDisability may terminate this EULA, your Agreement, and/or your license to use the Product, for any reason or no reason, at iDisability’s sole discretion. Should iDisability elect to exercise its rights under this Section, iDisability provide you with notice of such election and, in such event, iDisability may, at iDisability’s discretion a pro-rated refund of your Subscription Payment for the remainder of your Term of License, if any.
2.7. Demonstration Product License
You may be permitted to use such trial or demonstration versions, portions, or components, of the Product (each, if any, a “Demonstration Product”) as iDisability may choose to make available, from time to time, for such periods of time as iDisability, in iDisability’s sole discretion, may choose to make them available (a “Trial Period”). In such event, for the Trial Period, your use of the Demonstration Product (s) may be permitted, without a Subscription Payment, however, you may need to purchase the Product before the Trial Period ends in order to retain access to any content or to access the full version of the Product. In conjunction with the foregoing, you acknowledge and understand that:
2.7.1 You are granted a limited, non-exclusive, license, during the Trial Period, to use the Demonstration Product, so that you may access the Demonstration Product, on a single computer; and
2.7.2. You may print one (1) copy of any online user documentation in relation to the Demonstration Product, however, you cannot make multiple copies of any online user documentation or printed materials that accompany the Trial (if any).
3. Use of Product and Website; Hyperlinks
3.1. Lawful Purposes
You can only use the Product and Website for lawful purposes and you shall be solely responsible for all uses of the Product and/or Website by you and any Permitted User. You agree to keep your use of the Product in conformity with all governing law, and will not infringe, or permit any party to infringe, upon the intellectual property rights of any person or entity, including but not limited to iDisability. Furthermore, you agree to provide written notice to iDisability in the event that you, or any Permitted User, takes any action or inaction in violation of this Section. Additionally, you agree not to:
3.1.1. Use the Product and/or the Website as part of any effort to compete with iDisability or in violation of this EULA;
3.1.2. Upload or transmit (or attempt to upload or to transmit) viruses, trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with the use and enjoyment of the Product and/or the Website, or modifies, impairs, disrupts, alters, or interferes with the use, features, operation, or maintenance thereof;
3.1.3. Copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Product and/or the Website, any updates, or any part thereof;
3.1.4. Interfere with, disrupt, or create an undue burden on the Product and/or the Website, or any related services;
3.1.5. Systematically retrieve data or other content to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from iDisability;
3.1.6. Circumvent, disable, or otherwise interfere with any security-related features of the Product and/or the Website;
3.1.7. Replicate, share, duplicate, edit, or cause to be replicated, shared, or duplicated, or edited, any data owned by iDisability, without the express written consent of iDisability;
3.1.8. Use the Product without first making full payment of all applicable Subscription Payments, when such sums become due;
3.1.8 Use the Product and/or the Website when doing so could be dangerous or harmful to you or those around you; or
3.1.9. Without limitation of the foregoing, engage in any illegal, negligent and/or reckless conduct while utilizing, or in connection with your use of, the Product and/or the Website.
3.2. Access of Product
The Product is licensed to you exclusively for use in the United States of America (the “U.S.”). You agree that you shall not access or allow any Permitted User to access the Product outside of the U.S. Without limitation of the foregoing, you specifically acknowledge and agree that you shall not access the Product or allow any Permitted User to access the Product in any place where U.S. businesses are prohibited from engaging in business or if you have been designated a Specially Designated National, Denied Person, or Denied Entity by the U.S. government.
3.3 No Legal Advice
You hereby acknowledge and agree that the digital and workplace accessibility policies contained in the Modules have been identified by iDisability, at iDisability’s sole discretion, and the regulations chosen for discussion by iDisability are not comprehensive. You further acknowledge and agree that applicable law varies by location and that nothing herein or in the Product shall be construed as legal advice from iDisability to any party, including but not limited to you and/or any Permitted Users.
3.4 Violation of EULA
iDisability shall have sole discretion in enforcing violations of this EULA. Without waiver or limitation of iDisability’s rights and remedies in the event you or a Permitted User violates this EULA, we may terminate or suspend your permission to use our Product: i) if you fail to pay any Subscription Payment when due, ii) upon request of law enforcement or government agencies; and/or iii) if we suspect that you have engaged, or are likely to engage in, any: x) fraudulent or illegal activities; or y) actions or inactions which iDisability deems to constitute a breach of this EULA. Though our Modules may still be available on your System even if your account is terminated or suspended, you specifically agree that you will no longer be permitted to access them, or to give any Permitted User permission to access them, in the event of the foregoing or any other permissible termination of your license by iDisability. You further agree that iDisability will have no liability to you or any third party for termination of your account.
The Product and/or the Website may contain hyperlinks to third party websites. By their nature, hyperlinks can be dangerous and unpredictable – their inclusion is not a representation by iDisability as to the safety of such website, nor is it an endorsement of any content unrelated to the purpose for which it was linked. Accordingly, you agree to ensure the safety of any hyperlinks, prior to clicking on it. You further agree to hold iDisability harmless from any claim, demand, loss, costs, or expense, including attorneys’ fees, resulting from your decision to click on any hyperlinks.
4.1 Confidentiality Agreement.
You acknowledge that you may receive Confidential Information from iDisability during your use of the Product. As used herein, “Confidential Information” shall mean information given by iDisability which is, or may reasonably be construed as being, confidential or proprietary. All Confidential Information shall be the exclusive property of iDisability. You agree to hold the Confidential Information in strict confidence in accordance this Agreement. You i) shall not permit or suffer your employees or agents to remove any proprietary or other legends or restrictive notices contained or included in any Confidential Information; ii) shall not copy or modify any Confidential Information except as specifically authorized in this Agreement; iii) shall not disclose any Confidential Information to a third-party without the prior written consent of iDisability; and iv) agree to use reasonable best efforts to secure and maintain all Confidential Information. When permissible, you may disclose Confidential Information only after binding a permitted party to a written agreement sufficient to protect the Confidential Information in the manner described herein. Nothing in this part shall prohibit disclosure of information pursuant to court order or lawful subpoena.
4.2 Breach of Confidentiality
You acknowledge and agree that due to the inherently uncertain nature of iDisability’s business operations, any breach of this Section by you will result in irreparable harm to iDisability, for which, the amount of actual damages sustained are uncertain and impossible to estimate. As a result of the incalculable damages, you agree that a remedy at law for breach would be inadequate and, furthermore, that in the event of any violation or breach, or threatened violation or breach, iDisability shall be entitled, without the necessity of posting bond, to injunctive relief from any court of competent jurisdiction with authority to grant such relief. Nothing in Paragraph shall be construed as a restriction on iDisability’s right to pursue any other remedies available to it, whether sounding in law or equity.
5. Ownership and Intellectual Property Rights
5.1 iDisability Sole Owner; No Grant of Exclusivity
Notwithstanding anything to the contrary, or appearing to the contrary, the Product, including but not limited to the Modules and documentation relating thereto, shall remain the sole and exclusive property of iDisability. iDisability reserves all rights in the Product, including all intellectual property rights or moral rights in and to the Product, or arising therefrom. Nothing herein shall be deemed to transfer ownership or title to the Product, in any form, nor shall Licensee or any Permitted User have exclusive rights to use of the Product.
5.2 Improvements and Suggestions
All right, title and interest in and to, and the right to pursue protection for, suggestions, improvements, enhancements and modifications to the Product, all or any portion of the Product, or the individual or collective use or applicability, that are suggested or made by you in connection with, or arising from, your use of the Product (collectively, the “Improvements”) shall vest solely with iDisability, and by using the Product you hereby assign to iDisability any and all rights and interests you may have therein, and agree to promptly provide upon the request of iDisability reasonable documentation executed by you reflecting such assignment. No license is granted to you to, or under, any Improvements or other intellectual property or moral right owned or otherwise assertible by iDisability, whether by express or implied grant, estoppel or otherwise. All benefits from the use of any such Improvements shall inure solely to iDisability.
6. Trademark and Copyrights
The Product is owned by iDisability or its affiliates or agents and is protected by United States copyright laws and international treaty provisions. All content, trademarks, services marks, trade names, logos, and icons are proprietary to iDisability or its affiliates or agents. Nothing contained herein or in the Product should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed in the Product without the written permission of iDisability or such third party that may own the trademarks displayed in the Product. Your use of the trademarks displayed in the Product, or any other content in the Product, except as provided herein, is strictly prohibited.
Images displayed through the Product are either the property of, or used with permission by, iDisability or its affiliates or agents. You are prohibited from using or authorizing the use of these images unless specifically permitted under this EULA. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, or other regulations and statutes.
7. Limitation and Disclaimers of Liability, Damages, Warranties
7.1 Disclaimer of Warranties
YOUR USE OF THE PRODUCT IS ENTIRELY AT YOUR SOLE RISK. THE PRODUCT IS PROVIDED BY IDISABILITY ON AN “AS IS” BASIS. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, IDISABILITY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IDISABILITY MAKES NO WARRANTY THAT (i) THE PRODUCT WILL MEET YOUR REQUIREMENTS, (ii) THAT OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED, TIMELY, 100% SECURE, OR ERROR-FREE, OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCT WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IDISABILITY, OR THROUGH THE PRODUCT SHALL CREATE ANY WARRANTY REGARDING THE PRODUCT NOT EXPRESSLY STATED IN THIS AGREEMENT.
7.2. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT IDISABILITY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, WHETHER IN TORT OR CONTRACT, REGARDLESS OF WHETHER IDISABILITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE PRODUCT OR ANY OTHER MATTER RELATING TO THE PRODUCT. WITHOUT WAIVER OF THE FOREGOING, EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF IDISABILITY, IDISABILITY’S TOTAL LIABILITY FOR DAMAGES IN THE EVENT IT IS FOUND TO HAVE BEEN LIABLE FOR ANY ACTION OR INACTION RELATING TO, OR ARISING FROM, THIS AGREEMENT OR THE PRODUCT SHALL BE THE LESSER OF: I) THE VALUE ACTUALLY PAID BY YOU TO IDISABILITY UNDER YOUR AGREEMENT; AND II) ONE THOUSAND DOLLARS ($1,000.00). BY ACCEPTING THIS EULA, YOU SPECIFICALLY ACKOWLEDGE AND AGREE THAT THIS SECTION CONSTITUTES MATERIAL INDUCEMENT FOR IDISABILITY TO PROVIDE YOU WITH THE LICENSE GRANTED HEREUNDER.
You agree to indemnify and hold iDisability and its affiliates, agents, employees, and licensors harmless from any claim, demand, loss, costs, or expense, including attorneys’ fees, made by any person arising out of your violation of this EULA, any Permitted User’s violation of this EULA, and/or you and/or a Permitted User’s violation of any state or federal laws or regulations, or any other person’s rights, including but not limited to infringement of any copyright or violation of any proprietary or privacy right.
Your performance of each term and condition contained in this EULA shall be material. Likewise, all representations made by you herein, which shall be deemed made by your acceptance of this EULA, shall be deemed material inducement for iDisability’s agreement to perform the services described herein. In the event: i) you fail to perform any obligation herein; or ii) any representation made by you is, or becomes, untrue, you shall be in default of this EULA. Without limitation of iDisability’s rights, you acknowledge and agree that, in the event of a default by you: i) your license to use the Product may be revoked by iDisability, in its sole discretion; ii) if your license is revoked, you shall immediately discontinue use of the Product; and iii) you shall take all actions necessary or desirable to iDisability, in its sole discretion, to effectuate the mitigation of damages incurred by iDisability or any other party, as a result of your default.
9. Choice of Law and Venue; Attorneys’ Fees
The EULA, and all future amendments, shall be governed by the law of the State of Florida, without regard to conflicts of law principles thereof. This is the case regardless of whether you reside or transact business with iDisability or any of its affiliates or agents in the State of Florida or elsewhere. You agree to submit to the personal and exclusive jurisdiction of the State or Federal courts located within the County of Orange, State of Florida. If any part of this EULA is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. In the event of any dispute relating to your breach of the Agreement, iDisability shall be entitled to the recovery of all of its reasonable attorneys’ fees and costs associated with iDisability’s enforcement of its rights.
10. Changes and Amendments
11. Complete Contract
This EULA, iDisability’s other Policies, and your Agreement constitute the entire agreement between you and iDisability regarding the Product, and governs your use thereof, superseding any prior agreements between you and iDisability regarding the Product, except for the Agreement. The failure of iDisability to enforce any provision in this EULA shall not constitute a waiver of such provision or any other provision. The headings in this EULA are for convenience only and shall not be deemed to affect in any way the language of the provisions to which they refer. Where the context so admits, words and expressions appearing in the singular in this EULA may be interpreted in the plural, and vice versa.
12. Contact Information & Notice
If to iDisability: All notices given by you under this Agreement shall be in writing and addressed to IDISABILITY, LLC at the following address: 1005 Beaver Grade Road, Suite 220, Moon Township, PA 15108.
If to You: All notices given by iDisability shall be given to you either through written notice, email, or publication on the Website. If in writing or by e-mail, notice shall be given at the physical and/or e-mail address listed in your Agreement.
13. For customer service inquiries, please contact iDisability by the following means: