o9 Academy
Terms of Use

THESE TERMS OF USE (“TERMS OF USE”) ARE APPLICABLE TO ALL USERS OF THE O9 SOLUTIONS LEARNING MANAGEMENT SYSTEM PLATFORM (THE “PLATFORM”), WHICH PROVIDES TRAINING (THE “TRAINING”) FOR THE USE OF THE O9 SOLUTIONS SOFTWARE-AS-A-SERVICE SOLUTION (THE “SOLUTION”). PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE PLATFORM OR ANY PRODUCTS, MATERIALS, SERVICES, SOFTWARE, TOOLS, APPLICATIONS, FEATURES OR FUNCTIONALITY OFFERED ON OR THROUGH THE PLATFORM.  BY ACCEPTING THIS TERMS OF USE, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, OR (2) USING THE PLATFORM, OR (3) PARTICIPATING IN THE TRAINING FOR THE SOLUTION, YOU AGREE TO THESE TERMS OF USE.  IF YOU DO NOT ACCEPT THESE TERMS OF USE, DO NOT USE THE PLATFORM.  O9 SOLUTIONS MAY MODIFY ALL OR ANY PART OF THESE TERMS OF USE FROM TIME TO TIME WITHOUT NOTICE TO YOU, AND YOU SHOULD CHECK BACK OFTEN SO YOU ARE AWARE OF YOUR CURRENT RIGHTS AND RESPONSIBILITIES.  YOUR CONTINUED USE OF THE PLATFORM AFTER CHANGES TO THESE TERMS OF USE HAVE BEEN PUBLISHED CONSTITUTES YOUR BINDING ACCEPTANCE OF THE UPDATED TERMS OF USE.  IF AT ANY TIME THESE TERMS OF USE ARE NO LONGER ACCEPTABLE TO YOU, YOU SHOULD IMMEDIATELY CEASE ALL USE OF THE PLATFORM. IF THE INDIVIDUAL ACCEPTING THIS TERMS OF USE IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “YOU” AND “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS TERMS OF USE DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS TERMS OF USE AND MAY NOT USE THE PLATFORM.

The terms “o9 Solutions,” “we,” “our,” and “us” refers to o9 Solutions, Inc., a Texas corporation, whose registered office is 1501 Lyndon B Johnson Freeway, Suite 140, Dallas, Texas 75234, including all its subsidiaries and affiliates.

The term “you” or “your” refers to the user or viewer of the Platform.

In order to use the Platform, you must have a registered account pursuant to Section 3 below. If you do not meet the foregoing requirements, do not access or use the Platform. Any unauthorized access of the Platform may give rise to a claim for damages and/or be a criminal offense.

1. General

The content of the pages of the Platform is for your general information and internal use only.

Your use of any information or materials included in the Platform is entirely at your own risk, for which we shall not be liable.  It shall be your own responsibility to ensure that any information or materials available through the Platform meet your specific requirements.

2. Confidential Information and Ownership

As used in this Terms of Use, the term “Confidential Information” means any and all information, knowledge, data, and all other content and materials disclosed or provided by us (or any of our affiliates) to you either directly or indirectly in any manner whatsoever (including, without limitation, in writing, orally, electronically, in all types of computer memory or storage, or other media, or by drawings or inspection of physical items, and whether or not modified or merged into other materials), or obtained by, or accessible to, you through the Platform or the Training or links from the Platform, including, without limitation, the following:  (a) technical, business, financial and marketing information, including, but not limited to, trade secrets, patents, patent applications, copyrights, know-how, processes, ideas, inventions (whether patentable or not), formulas, computer programs, software, firmware, databases, technical drawings, designs, algorithms, technology, circuits, layouts, interfaces, materials, schematics, names and expertise of employees and consultants, any other technical, business, financial, customer and product development plans, customer and supplier information, forecasts, strategies and other confidential information; (b) third party confidential information; (c) Powerpoint presentations used during any Training, exercise instructions, Microsoft word documents, Excel calculation spreadsheets used during any Training, o9 Product & o9 Platform Demonstrations, links to internal and external documentation and links provided by us (or any of our affiliates) or obtained by, or accessible to, you through the Platform, the Training or links from the Platform, or in any Training, any recordings of the Training, and the Training themselves (collectively the ”Training Materials”); (e) any information regarding the skills and compensation of, and all personally identifiable information related to, employees, consultants, agents and independent contractors of ours or our affiliates and/or other individuals; and (f) all reports, analyses, compilations, studies, or other documents prepared by you. or your Representatives which contain or otherwise reflect any Confidential Information.  The term “Representatives” means any and all officers, directors, employees, consultants, contractors, agents, attorneys, accountants, financial advisors, and other representatives of your company.

You shall: (i) hold the Confidential Information in strict confidence; (ii) use the Confidential Information solely for your own internal training purposes in connection with your authorized use of the Solution as provided by Section 4 herein and for no other purpose whatsoever; and (iii) not transfer, display, convey or otherwise disclose or make available any Confidential Information to any person or entity.  You shall use your best efforts to prevent inadvertent unauthorized disclosure of any Confidential Information to any person or entity.  Without limiting the generality of the preceding sentence, you agree to treat Confidential Information with at least the degree of care that you treat your own confidential or proprietary information of a similar nature, but under no circumstances less than reasonable care.

We exclusively own all right, title and interest in and to the Platform, the Solution and the Confidential Information, including any and all improvements enhancements, corrections, modifications, alterations, revisions, extensions and updates and derivative works thereto. Upon our written request, you: (i) shall deliver to us (or, at our option, destroy) promptly at your expense any and all of the Confidential Information; and (ii) you shall use your best efforts to delete and remove the Confidential Information your environment (including your computers, systems, storage apparatuses, and media).  Within ten (10) days after such request, You shall deliver to us a certificate signed by an officer of your company (which may be a pdf or similar file sent via email to such email address specified in the request notice) which certifies that:  (a) you have returned to us (or destroyed if so requested) any and all of the Confidential Information; (b) you have not knowingly retained any complete or partial tangible or intangible copies of any of the Confidential Information; and (c) you has complied fully with the obligations of this Section.

3. Account Registration

In order to set up an account with us and access and use the Platform, you must also have a valid account directly with o9 Solutions using your company email (from which account you must agree to allow us to import certain information), the “Registered Account”. You agree to maintain and update your information (including your email address) to keep it accurate, current and complete at all times. You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, we reserve the right to terminate your access to and use of the Platform. You agree to keep your login information and credentials strictly confidential to prevent any unauthorized access to your account. You will be solely liable in the event of any unauthorized access or misuse of your account.

4. Your Use of the Platform

Subject to and conditioned upon your compliance with these Terms of Use and having a Registered Account, we grant to you a non-exclusive, revocable, non-transferable, non-sublicensable, limited right and license to access and use the Platform, including any images, text, graphics, sounds, data, links and other materials incorporated into the Platform, solely as made available by us and solely for your own personal, internal training purposes in connection with your use of the Solution and solely for your employer indicated in the Registered Account and for no other purpose whatsoever.

The Platform, including all such materials and all intellectual property rights therein, remains the property of o9 Solutions or its licensors or suppliers.  Except as expressly authorized by these Terms of Use, while using the Platform, you agree not to directly or indirectly:

• use or access the Platform, Training or Training Materials to develop a product or service that is competitive with our products or services or engage in competitive analysis or benchmarking studies against similar or competing products or services, copy any ideas, features, functions or graphics of the Platform or determine whether the Platform is within the scope of any patent;
• permit any third party (including but not limited to any employee or contractor, unless they have a Registered Account) to: (i) use, access, download or install the Platform, Training or Training Materials (including other test or production environments of ours used for training customers or prospects) for any purpose or (ii) attend any Training;
• record, take screenshots, or photos of the Training or permit any third party to record, take screenshots, or photos of the Training; disassemble, decompile, analyze the construction of, or otherwise reverse engineer, modify, copy, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code of the Platform or any part, feature, function or user interface thereof;
• transfer, sell, resell, rent, lease, license, sublicense, assign copy, publish, disclose, display, distribute, provide, transfer, or make available the Platform, Training or Training Materials to any third party or otherwise offer the Platform, Training or Training Materials on a standalone basis or include the Platform in a service bureau or outsourcing offering;
• otherwise use the Platform, Training or Training Materials outside the scope expressly permitted hereunder, remove any copyright, trademark or other proprietary rights notices contained in or displayed on any portion of the Platform, Training or Training Materials;
• use the Platform, Training or Training Materials, or any content or other materials on the Platform, for any unlawful purpose, including but not limited to use storing or transmitting infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
• restrict or inhibit any other user from using and enjoying the Platform, including by means of hacking or defacing any portion of the Platform, introducing any virus, worm, Trojan Horse, time bomb, spyware, or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or otherwise acting in a manner that negatively affects other users’ ability to engage in real time exchanges on the Platform;
• use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any content or other materials on the Platform or attempt to gain unauthorized access to any other of our products or its related systems or networks.

We may terminate your access to and use of the Platform immediately if you fail to comply with the above rules.

5. Indemnity

You agree to indemnify, defend and hold us, our affiliates, distributors, partners, licensors, advertisers and sponsors, and our and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees, except where prohibited by law) and other expenses that arise directly or indirectly out of or from (i) your breach of these Terms of Use, and/or (ii) your activities in connection with the Platform.

6. Compliance with Applicable Laws

You agree to comply with all applicable laws relating to your use or access of the Platform.

7. Term; Termination of Use

These Terms of Use remain in effect so long as the Platform is installed or used by you pursuant to a Registered Account.  Notwithstanding the foregoing, o9 Solutions may terminate your right to access and use the Platform at any time, for any reason whatsoever. Upon such termination, the license granted in Section 4 shall terminate immediately, and you agree to cease using the Platform, including but not limited to any  techniques, methods and processes you have gained from the Platform and to destroy all copies of the Platform, Confidential Information, Training Materials, and any derivatives or copies thereof,  you have in your possession, on your personal computers, servers and other storage devices, including storage in email accounts or otherwise stored electronically, in hardcopy or other physical or non-physical form. The terms and provisions of these Terms of Use that reasonably would be expected to survive termination or expiration shall survive such termination of your right to access and use the Platform.  Upon termination of this Terms of Use for any reason, you shall refrain from any statements or acts which would damage our reputation or our products or services.

8. Disclaimer Of Warranties

THE PLATFORM, TRAINING AND CONFIDENTIAL INFORMATION, INCLUDING ALL MATERIALS INCORPORATED THEREIN, IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, STATUTORY OR IMPLIED.  TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, o9 SOLUTIONS AND ITS SUBSIDIARIES, AFFILIATES, DISTRIBUTORS, PARTNERS, LICENSORS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.  APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.  WE AND OUR SUBSIDIARIES, AFFILIATES, DISTRIBUTORS, PARTNERS, LICENSORS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM, THE SERVER(S) ON WHICH THE PLATFORM IS OFFERED OR ANY SOFTWARE INCORPORATED INTO THE PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE PLATFORM, THE TRAINING OR CONFIDENTIAL INFORMATION AND YOUR RELIANCE THEREON.  NO OPINION, ADVICE OR STATEMENT OF o9 SOLUTIONS OR ITS AFFILIATES, DISTRIBUTORS, PARTNERS, LICENSORS, ADVERTISERS, SPONSORS OR AGENTS, WHETHER MADE ON OR THROUGH THE PLATFORM OR OTHERWISE, SHALL CREATE ANY WARRANTY.  YOUR USE OF THE PLATFORM, ANY TRAINING OR CONFIDENTIAL INFORMATION IS ENTIRELY AT YOUR OWN RISK.

9. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER o9 SOLUTIONS NOR ANY OF OUR SUBSIDIARIES, AFFILIATES, DISTRIBUTORS, PARTNERS, LICENSORS, ADVERTISERS OR SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOST PROFITS, LOSS OF GOODWILL OR ANY OTHER INTANGIBLE LOSSES), EVEN IF o9 SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE PLATFORM.  YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM IS TO STOP USING THE PLATFORM. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF o9 SOLUTIONS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR THE PLATFORM IS LIMITED TO $500.  IN ALL CASES, o9 SOLUTIONS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

10. Exclusion and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE EXCLUSION OF CERTAIN LIABILITY LIMITATIONS.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF CERTAIN SECTIONS (INDEMNITY, DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY) MAY NOT APPLY TO YOU.

11. Privacy Policy

You hereby consent to and agree that you have read and fully understand and agree to the terms of the o9 Solutions Privacy Policy located here (https://o9solutions.com/privacy-policy/) (“Privacy Policy”). The use and disclosure of any information you provide to us will governed by such Privacy Policy.

12. Trademarks and Copyrights

The trademarks, logos and service marks (“Marks”) displayed on the Platform, Training, or Confidential Information are the property of o9 Solutions or other third parties. You are not permitted to use these Marks without the prior written consent of o9 Solutions or such third party that may own the Mark.

The Platform and Training and its contents are the copyright of o9 Solutions, all rights reserved. Any redistribution or reproduction of part or all of the contents of the Platform or Training in any form is prohibited, other than printing or downloading to a local hard disk extract for your personal, internal and non-commercial use only.

You may not, except with our express written permission, distribute or commercially exploit the content of the Platform, transmit it, or store it in any other website or other form of electronic retrieval system.

13. Other o9 Solutions Rights

o9 Solutions may:

• reference you and your associated logo as a customer, unless you notify o9 Solutions in writing requesting such references not be made;
• offer you other services, products, or promotions (“Additional Services”). By using the Platform, you give us permission to use information (including your email) about your business and experience to help o9 Solutions to provide the Additional Services to you;
• subject to our Privacy Policy, offer products and services on behalf of third parties who are not affiliated with o9 Solutions (“Third-Party Products”). You agree that o9 Solutions can use your contact information, including name, email and address, for the purpose of offering these products to you in accordance with your stated contact preferences.  If you decide to use any Third-Party Products, you are responsible for reviewing the third party’s separate product terms, website terms and privacy policies, and paying any fees, if any, associated with the Third-Party Products. You agree that the third parties, and not o9 Solutions, are responsible for the performance of their products.  o9 Solutions is not affiliated with these Third-Party Products and has no liability or responsibility therefor.

14. Miscellaneous

These Terms of Use are governed by and construed in accordance with the laws of the State of Texas, United States of America, without regard to its principles of conflicts of law. You agree to submit to the exclusive jurisdiction of any State or Federal court located in Dallas County, Texas, United States of America, and waive any jurisdictional, venue or inconvenient forum objections to such courts. If any provision of these Terms of Use, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision shall be enforced to the maximum extent possible, or, if incapable of such enforcement, shall be deemed to be deleted from these Terms of Use, and the remainder of these Terms of Use and such provisions as applied to other persons, places and circumstances shall remain in full force and effect.  No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. This is the entire agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and us with respect to such subject matter. These Terms of Use are not assignable, transferable or sublicensable by you except with our prior written consent. These Terms of Use may not be modified or amended except as set forth herein. Any heading, caption or section title contained in these Terms of Use is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. We reserve the right to revise this Terms of Use by posting a revised version on the site, which will be effective five (5) days after posting. Continued use of the Platform after the effective date of revision will constitute your acceptance of the revised Terms of Use. If you object to the revisions, you must stop using the Platform immediately and by providing written notice to us prior to the effective date of revision. Your termination will be effective upon our written acknowledgement of such termination.

If you have any questions or comments regarding these Terms of Use, please contact us.

Last Updated: 10/11/2022