Legal

SumTotal Systems Terms of Use


The following Terms of Use apply to the SumTotal Systems, LLC web site (the "Web Site") and to the software, services, products, resources, information, content, materials and results or output derived from such services or products on the Web Site ("Site Content"). By using the Web Site or Site Contents you accept and agree to comply with the following Terms of Use. Your use of certain resources made available on the Web Site or the conduct of certain transactions may be subject to certain additional terms and conditions, which will be made available to you prior to using such resources or conducting such transactions. We reserve the right to modify, alter, update, or remove portions of these Terms of Use at any time, so please check these Terms of Use (and our Privacy Policy) from time to time. Your continued use of the Web Site signifies your acceptance of any changed items. If you do not agree with our Terms of Use, your sole remedy is to discontinue your use of the Web Site. The failure of SumTotal Systems to enforce these Terms of Use, for whatever reason, shall not be construed as a waiver of any right to do so at any time.

Community Conduct

While using the Web Site or Site Contents, you are a part of the SumTotal Systems community, and you agree that your use will respect the rights of other members of the community. In particular you agree not to: (1) restrict or inhibit any other user from using the Web Site or Site Content or from purchasing any products or services sold by SumTotal Systems; (2) take any action intended to threaten, intimidate or harass any other user of the Web Site, or which is abusive, illegal, hateful, sexually or racially or ethnically discriminatory, otherwise objectionable or harmful; (3) use the Web Site to send unsolicited advertising, promotional material, or other forms of solicitation to other users, except in those specified ways that are designed for such a purpose; or (4) submit, publish, distribute, or transmit through the Web Site or its e-mail links materials that do not meet the requirements of these Terms of Use; or (5) impersonate any person or entity or forge anyone else's digital or manual signature or attempt to gain unauthorized access to SumTotal Systems' or any other person's computers, software or data.

We reserve the right to prohibit use of the Web Site or the purchase of products and services from SumTotal Systems by any user who, in our sole discretion, violates these Terms of Use. Such a prohibition may occur without notice to the user. If you believe another user is violating these terms, you may notify SumTotal Systems, and we will work in good faith to resolve any such issues. However, we have no obligation to monitor the Web Site or Site Content and are not responsible for the accuracy or reliability of any Site Content or opinion, advice, or statement made on the Web Site, or for any defamatory, offensive, or illegal conduct by any user of the Web Site.

SumTotal Systems reserves the right to investigate suspected violations of these Terms of Use, including the gathering of information from the user or users involved and the complaining party, if any, and examination of material on SumTotal Systems' servers and network. You hereby authorize SumTotal Systems and its distribution affiliates to cooperate with (i) law enforcement authorities in the investigation of suspected criminal violations, and (ii) and system administrators at other Internet service providers or other network or computing facilities in order to enforce these Terms of Use. Such cooperation may include SumTotal Systems providing the username, IP address, or other identifying information.

Downloading Software

All software and documentation available for download from the Web Site is the copyrighted work of SumTotal Systems or its licensors. Software and documentation ownership is retained by the copyright holder. You are only licensed to use the software subject to certain restrictions contained in the end user license agreement accompanying such software. You expressly agree that any software or other Site Content downloaded or otherwise obtained through the use of the Web Site is done at your own discretion and risk and that you will be solely responsible for any damage to your network or computer system or loss of data that results from the download of software or other Site Content.

RESTRICTED RIGHTS LEGEND. Any software which is downloaded from the Web Site for or on behalf of the United States of America, and /or its agencies ("U.S. Government") is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions regarding noncommercial items as set forth in DFARS 252.227-7013. Manufacturer is SumTotal Systems, LLC, 1808 North Shoreline Boulevard, Mountain View, CA 94043.

Disclaimers and Warranties

THE WEB SITE AND SITE CONTENT ARE PROVIDED "AS IS"WITHOUT WARRANTY OF ANY KIND. SUMTOTAL SYSTEMS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO THE WEB SITE OR THE SITE CONTENT, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

SumTotal Systems does not make any representations or warranties that: (1) the Web Site or Site Content or any products or services purchased from SumTotal Systems will meet your requirements or expectations; (2) the operation of the Web Site or the Site Content will be uninterrupted, timely, secure, or error-free or that any errors will be corrected; (3) any particular results will be obtained from the use of the Web Site or from any products or services purchased from SumTotal Systems; (4) the Site Content is accurate, correct, or timely; (5) the Site Content is updated or otherwise contains current information; or (6) the Site Content has expired or has been removed from the Web Site.

Limitation of Liability

YOU AGREE THAT NEITHER SUMTOTAL SYSTEMS NOR ITS SUPPLIERS SHALL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER CLAIM FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (1) THE USE OF OR THE INABILITY TO USE THE WEB SITE, SITE CONTENT OR ANY PRODUCTS OR SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH SUMTOTAL SYSTEMS; (3) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEB SITE; OR (4) RELIANCE ON THE WEB SITE, SITE CONTENT OR ANY PRODUCTS OR SERVICES ON THE WEB SITE.

Some jurisdictions do not allow the disclaimer of certain implied warranties or the limitation or exclusion of liability for incidental or consequential damages, so some of the above disclaimers, limitations and exclusions may not apply to you.

The Web Site may include links to various third party web sites. SumTotal Systems is providing these links solely as a convenience. Such linked third party sites are not under the control of SumTotal Systems. We have not reviewed all of the sites linked from the Web Site and are not responsible or liable for the contents available at any such linked site. The appearance of a third party link on this site does not imply SumTotal Systems' endorsement of the linked site, its sponsor or any products or services offered on the linked site. Use of any linked site is at your own risk.

Indemnity

You agree to indemnify, defend, and hold harmless SumTotal Systems and its officers, employees, directors, agents, suppliers and sponsors from and against any and all claims, damages, costs, or other expenses (including reasonable attorneys fees) that arise directly or indirectly out of or from: (1) any breach of these Terms of Use or of any representation or warranty made by you in these Terms Of Use; and/or (2) your activities in connection with the Web Site or Site Contents.

Applicable Laws and Jurisdiction

You agree to comply with all applicable laws, statutes, ordinances, and regulations regarding your use of the SumTotal Systems site and your purchase of the products and services on the site.

The Site Content and/or products and services available through the Web Site are subject to United States export controls and may not be accessed or used by: (1) a national or resident of Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods; or (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. You hereby agree to the foregoing and represent and warrant that you are not a national, resident or under the control of any such country or on any such list.

SumTotal Systems controls the Web Site (excluding third party linked sites) from its corporate offices within the state of California, United States of America. SumTotal Systems makes no representation that Site Content is appropriate or available for use in other locations, and accessing the Web Site or Site Contents from jurisdictions where their contents are illegal is prohibited. If you choose to access this site from such a jurisdiction, you do so at your own risk and are solely responsible for compliance with all the laws of your jurisdiction. The law of the state of California, specifically excluding choice of law principles, will apply to all issues and matters relating to or arising from your use of this Web site. You also submit to the exclusive personal jurisdiction and venue of the courts in Santa Clara, California, United States of America or of any federal court located in such state.

Copyrights and Trademarks

The Web Site and Site Content is the property of SumTotal Systems, LLC and its licensors and is protected by United States and international copyright laws. All copyright, trademark, and other proprietary rights in the Web Site and in the services, products, software, text, graphics, design elements, audio, music, and all other materials originated or used by SumTotal Systems at the Web Site are reserved to SumTotal Systems and its licensors. Copyright © 2004 SumTotal Systems, LLC. and its licensors. All rights reserved.

The following are SumTotal Systems trademarks: SUMTOTAL SYSTEMS, CLICK2LEARN, DOCENT, DOCENT ENTERPRISE, SUMTOTALSYSTEMS.COM, CLICK2LEARN.COM, DOCENT.COM, ASPEN, ASPEN ENTERPRISE PRODUCTIVITY SUITE, ASPEN LEARNING MANAGEMENT SERVER, ASPEN LEARNING CONTENT MANAGEMENT SERVER, ASPEN VIRTUAL CLASSROOM SERVER, the SumTotal Systems logo, the Click2learn logo, the Aspen logo, the Docent logo, and the marks related to SumTotal Systems, Click2learn and Docent products and services. In addition, the Web Site may contain trademarks, logos and links to the web sites of third parties. Any domain names, URLs, trademarks or logos appearing on the Web Site or in any Site Content are the sole property of their respective owners.

SumTotal Systems and its affiliates respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please follow our Notice and Procedure for Making Claims of Copyright Infringement. Pursuant to Title 17, United States Code, Section 512(c)(2). notifications of claimed copyright infringement should be sent to Service Provider's Designated Agent. ALL INQUIRIES THAT DO NOT FOLLOW THIS PROCEDURE WILL NOT RECEIVE A RESPONSE.