Terms of Use

TERMS OF USE

Version 2019.15.05

 

  1. IntroductionIMPORTANT— DO NOT INSTALL, EXECUTE, USE OR ACCESS ANY TRAINING SERVICES, TRAINING COURSES OR COURSE MATERIALS UNTIL YOU HAVE READ AND ACCEPTED ALL OF THE TERMS BELOW.  PERMISSION TO USE OR ACCESS ANY TRAINING SERVICES, ANY TRAINING COURSES AND/OR ANY COURSE MATERIALS (COLLECTIVELY, THE “EDUCATION SERVICES”) IS CONDITIONAL UPON THE PURCHASE OF THE EDUCATION SERVICES BY THE “CUSTOMER,” AGREEING TO THESE TERMS AND CONDITIONS (THE “TERMS OF USE”).  USE OF THE EDUCATION SERVICES BY CUSTOMER WILL BE DEEMED TO BE ACCEPTANCE OF THESE TERMS OF USE.  IF YOU ARE USING THE EDUCATION SERVICES ON BEHALF OF A CUSTOMER WHICH IS A CORPORATION, COMPANY, PARTNERSHIP, INSTITUTION OR PRIVATE SUBSCRIPTION, YOU REPRESENT AND WARRANT TO MOHS THAT YOU HAVE THE CAPACITY AND AUTHORITY TO ACCEPT THESE TERMS OF USE ON BEHALF OF YOURSELF AND THE CUSTOMER, AS APPLICABLE.  ACCEPTANCE WILL BIND CUSTOMER TO THESE TERMS IN A LEGALLY ENFORCEABLE CONTRACT WITH MOHS.  IF YOU DO NOT AGREE TO THESE TERMS OF USE, OR YOU DO NOT HAVE THE AUTHORITY TO ACCEPT THESE TERMS ON BEHALF OF CUSTOMER, DO NOT USE THE EDUCATION SERVICES.

 

 

  1. Training Courses

 

2.1.      Training Course Delivery Options

MOHS currently offers its training courses hereinafter referred to as “MOHS Educational Program” or “MEP” via the virtual environment open-online course.

 

 

  1. Training Services

 

3.1.      Training Services Delivery Options

MOHS currently offers the following MEP via an online learning management system, either hosted via personal device or customer hosted.

(1)  Online

Single User (SU):

(2) Institution Hosted (IU):  Institution hosted self-service, on-line learning management system for academic institutions.

(3)  Corporate Hosted (CU):  Corporate hosted self-service, on-line learning management system for organizations, corporations, companies, private and public limited companies other than academic institutions.

 

3.2.      Users

(1) Single User (SU):  MOHS Hosted Self-Service MEP, on-line learning management system for private individuals.  Each SU shall access to the MEP via User’s MOHS Account.  User acknowledges and agrees that User’s MOHS Account is confidential and non-transferable and may not be shared with any other person or entity.  Further, any use of User’s Account to allow or permit another person or entity to access MEP shall terminate User’s license to MEP without refund.

(2)  Institution User (IU):  Institution hosted self-service, on-line learning management system for academic institutions.  An academic institution will be granted access as an IU and provided on a subscription basis for the applicable subscription period and course selected and agreed between MOHS and the IU and authorized quantity of Users.  Subject to the Users’ compliance with these Terms of Use and the payment of the applicable fees, MOHS grants to such Users a personal, limited, non-assignable, non-exclusive, and non- transferable term license, without the right to sublicense, to access and view MEP solely for such Users’ personal training and education.  “Users” shall mean IU’s instructors and students.  The MEP subscription date shall start on the date that MOHS delivers the MEP subscription registration to Customer and/or instructors and students; or when the official school opening starts, whichever comes later; and ends 6 months after the start of subscription or the last day of semester schedule, whichever comes first.

(3) Corporate User (CU):  Corporate hosted self-service, on-line learning management system for organizations, corporations, companies, private and public limited companies other than academic institutions.  Upon purchase of the CU, Customer (through its administrator), shall be responsible to enable, via the MOHS Subscription Management Portal (“SMP”) for up to the amount of authorized quantity of Users.

 

Conditions:      (i)  Customers are fully responsible for the proper use of the MEP, and any use of the MEP allowing or permitting more than the authorized or licensed number of Users and (ii) any person (other than Customer’s authorized Users) or entity to access the MEP shall terminate Customer’s license to the applicable product without prejudice or refund.  (ii)  MEP may include community forums, office hours, or other interactive features.  Such features are provided by MOHS in its sole discretion, and MOHS makes no representation, warranty or covenant about the availability, content or timeliness of any such features.

 

3.3.      Limitations

(1)  The MEP is accessible only by the purchase of a subscription by Customer for its Users.   Subject to the Users’ compliance with these Terms of Use and the payment of the applicable fees, MOHS grants to such Customer and its Users a personal, limited, non-assignable, non-exclusive, and non-transferable license, without the right to sublicense, to use the videos, exercises, quizzes and instructional materials that are made available by MOHS solely for such Users’ personal training and education, MOHS in its discretion shall determine the content and medium of the components of the Institution.

(2)  For clarity, no interactive features, including but not limited to student forums and instructor office hours, may be copied, reproduced, published, displayed, modified, rented, leased, distributed, sold, sublicensed, transferred, photographed, screenshot/capture or used in any way, all or any part of the MEP.  Under no circumstances may Customer resell or use the content to offer or provide any training or education (whether or not for fee) to any third party, or to offer any training or education materials, instruction or courses that incorporate or relate in any way to the MEP to its employees, students, representatives after subscription expires, or any third party.  Customer acknowledges and agrees that it is fully responsible for any changes, modifications, alterations or customizations it makes to the MEP.

(3)  Updates to the MEP are provided by MOHS only and for free, unless otherwise stated.

 

3.4.      Teaching the Trainer (TTT) Services or MEP Trainer Enablement

(1)  Subject to payment of the applicable fees as per MOHS agreement, and Customer’s compliance with these Terms of Use, MOHS will provide to Customers the training for Customer’s designated MOHS Courses applicable to the level purchased by Customer.  Customer acknowledges that the TTT Service levels designate the number of total content provided by MOHS, and do not guarantee that any specific shall be provided by MOHS.  Customer acknowledges that MOHS makes available resources to perform the TTT Services based upon the date of Customer’s order.  In the event that the TTT Services have not been completed by MOHS, due to any request by Customer or delay by Customer, by the earliest of (i) six (6) months from the, or (ii) 12 months from date of Contract signing, any amounts Customer has paid for the TTT Services shall expire and shall be forfeited.  No refunds shall be provided for any such amounts previously paid, and MOHS shall have no liability to perform, and shall not perform, any TTT Services following the TTT Services Expiration Date.

(2)  Each TTT Service or MEP Trainer Enablement will be delivered to Customer in a mutually agreed venue and format.  Customer is responsible to attend a pre-TTT Service or MEP Trainer Enablement meeting with MOHS to establish the requirements gathering process for the TTT Services or MEP Trainer Enablement.  Customer shall work with MOHS to complete all system requirements and documents, which may include in person or on-line or telephone meetings between Customer and MOHS personnel.  Further, Customer shall provide access to all Customer business and technical personnel needed for requirements gathering, and shall reasonably cooperate with MOHS in the performance of the TTT Services or MEP Enablement, and shall provide MOHS with the information, feedback, instructions, and access to applicable equipment necessary to enable the timely performance and delivery of the TTT Services or MEP Trainer Enablement by MOHS in the manner provided herein.  Customer shall be responsible for the completeness and accuracy of all information, data material, logos, trademarks and other intellectual property provided by Customer or its authorized representatives to MOHS.  Customer represents and warrants that it has the full legal rights to provide the information, data, material, logos, trademarks, and other intellectual property (collectively, the “Customer Materials”) to MOHS for inclusion in, or with respect to, the TTT Services or MEP Trainer Enablement.

(3) The TTT Services or MEP Trainer Enablement may also include applicable training reference card templates, best practices for launching app and communication and access to MEP adoption measurement tools to monitor user adoption metrics.  MOHS grants to Customer a non-exclusive, non-transferrable, non-assignable perpetual license to use each Video and the Course Materials delivered by MOHS for Customer and its Users’ training and informational use.  Customer may copy, modify and distribute to its Users the Reference Cards and the Launch Kit for its Users training and informational use.  Customer may not, rent, lease, distribute, sell, sublicense, transfer or use with any third party in any way any of the Videos or the Course Materials.  Customer shall not remove or alter any copyright or other proprietary rights notice of MOHS and/or its licensors in or on the Videos or any Course Materials. All Course Materials (and the intellectual property rights associated therewith) are and will remain at all times the sole and exclusive property of MOHS and its affiliates and licensors.

(4)  MOHS grants to Customer a non-assignable, non-transferable and non-exclusive right to access and use the MEP provided by MOHS solely for such Customer’s Users’ training and informational use. The foregoing Course Materials, Content and MEP may not be reproduced, modified, rented, leased, distributed, sold, sublicensed, transferred or used by any third party.  Customer shall not remove or alter any copyright or other proprietary rights notice of MOHS and/or its licensors and affiliates.

 

 

  1. Terms and Conditions

 

4.1.      Payment

(1)  Payment is either through bank transfers, bank checks, or at MOHS’s discretion, upon MOHS invoice.  If MOHS invoices Customer for any Education Services, such invoices are due and payable by Customer 30 days upon receipt.  Unless specifically agreed to by the parties, payments shall not be contingent on an issuance of a purchase order by Customer.  Late payments shall bear interest from the due date at the rate of the lower of three and half percent (3.5%) per month or such lower rate as may be mandated by applicable law.  In addition, MOHS will be entitled at its own discretion to withhold further access to Education Services until such payments are made in full.  The fees specified under these Terms of Use do not include taxes, public fees, duties, deductions, withholdings or E-VAT (collectively, “Taxes”).  If MOHS is required to pay or account for any Taxes, then such Taxes shall be borne by Customer (and may be billed to Customer on one or more invoices as applicable, which may be provided following the date of the applicable Training Course or date of registration for Training Services).  Payments for Education Services are non-refundable and not subject to any right of offset.  Any amounts payable by Customer to MOHS under any other agreement or arrangement, including but not limited to license or support fees, are not conditional on the delivery of Education Services hereunder.  Customer is responsible for all travel or out-of-pocket expenses incurred by Customer’s personnel participating in any TTT or Training Course.

(2) For all Private and/or Onsite Training Courses, proof of payment is required no later than ten (10) business days prior to the Training Course start date.  Failure to provide such prepayment may result in cancellation of the applicable Private and/or Onsite Training Course (and in such event, Customer shall be responsible for payment).  For all Training Courses to be held at a non-MOHS location, Customer shall reimburse MOHS for all actual and reasonable travel, lodging and meal expenses incurred by MOHS to deliver such courses (collectively, “MOHS Expenses”).

 

4.2       Training Courses Availability; Registration of Participants, Cancellation and Rescheduling

(1)  All MEP Courses and TTT are subject to space availability and MOHS’s scheduling requirements. Customer shall promptly complete all registration or information forms required for any MEP Courses.  Prior to the start date of any MEP or TTT, the SU, IU and CU Course Customer shall provide to MOHS the list of participants scheduled to attend the MEP Course or TTT no later than 3 days before the start of the course.  In the event that a scheduled participant is unable to attend or use the MEP Course or TTT due to illness or a new role at Customer, or if such participant is no longer employed, represented or student by Customer, Customer may not substitute another participant for the MEP Course.

(2) Cancellations and requests by Customer to reschedule TTT and/or MEP Courses, must be made at least fifteen (15) business days prior to the applicable Training Course start date in order to receive a full refund (excluding any non-refundable MOHS Expenses).   If Customer has paid, Customer will receive a refund thirty (30) days upon receipt of notice or request for actual amount received.  No refunds or credits whatsoever shall be granted in the event such cancellation or rescheduling request is made less than fifteen (15) business days prior to the start date of the TTT or MEP Course.  Notwithstanding the foregoing, if Customer cancels any training course purchased as part of a bundle combined with other training offerings, the fees attributable to such class shall be placed on a credit for use for any MEP Courses that shall expire 1 year from the date the bundle was purchased.

(3) MOHS reserves the right to reschedule or cancel a Training Course due to low enrollment or if necessitated by an emergency or other unforeseen circumstance.  Customer shall be credited for the full amount paid by Customer for such course, within ninety (90) days following the date of MOHS’s notice of cancellation or rescheduling, whichever is later. MOHS shall not be liable for non-refundable arrangements and expenses outside the Course Fee made by Customer in the event of a course rescheduled or cancellation by MOHS.

 

 

4.3       Customer Obligations

(1)  If MOHS is to perform any Education Services or TTT at Customer’s site or location, Customer shall carry and maintain public liability insurance and employers’ liability insurance, covering its employees, suppliers and contractors engaged at its premises, in amounts no less than required by the applicable law.  Customer shall be responsible to comply with all of MOHS’s policies and procedures that will be identified to Customer, including but not limited to health and safety, access to MOHS’s equipment and systems, and confidentiality (collectively, “MOHS Policies” or individually, a “MOHS Policy”).  MOHS reserves the right to remove from any Training Course or refuse to admit to any Training Course any participant who is not in compliance with any MOHS Policy.

(2) Customer agrees to provide timely feedback to MOHS following completion of each MEP Module, Training Course, TTT or applicable Training Service, which may include satisfaction forms, customer surveys or evaluations (collectively, “Feedback”).  To the extent that Customer provides any Feedback or any other suggestions, data, information, comments or ideas with respect to MOHS’s products and services (individually and collectively “Contributions”), Customer acknowledges and agrees that any and all Contributions made by Customer or any of its participants shall be deemed the confidential and proprietary property of MOHS.  Customer expressly assigns, transfers and conveys all right, title and interest in and to the Contributions to MOHS.  Customer agrees that MOHS and its designees will be free to use, copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees, incorporate and otherwise use and exploit the Contributions, including derivative works thereto, for any and all commercial and non-commercial purposes, without any liability or obligation to Customer whatsoever.

 

4.4       Access to Training Courses; Ownership

(1) If required for any Training Course and in the MEP, MOHS shall provide the applicable participants with an evaluation version of the applicable and necessary proprietary software to use during the MEP or Training Course (the “Training Software”) and such right to use the Training Software shall automatically terminate upon conclusion of the applicable Training Course.  Attendance at a Training Course does not entitle any Customer or participant to any license whatsoever to any Training Software.

(2) In connection with the MEP, Training Services or a Training Course, MOHS may distribute to or make available for download by participants MOHS-branded Training Course materials, in printed form or other medium (“Course Materials”).  Subject to Customer’s compliance with these Terms of Use and the payment of the applicable fees, MOHS grants to Customer a personal, limited, non-assignable, non-exclusive, and non-transferable right, without the right to sublicense, to use the Course Materials solely for Customer’s personal training and education.

(3) Customer may not copy, reproduce, modify, rent, lease, distribute, sell, sublicense, transfer or use in any way except for in accordance with the limited right granted herein the Course Materials, the Training Services, Training Courses, MEP Content or any part thereof.  Customer may use the information contained in the Course Materials, the Training Services, Training Courses and the MEP solely for education purposes only and may not disclose or make available to any person any information contained therein, except to others who have also rightfully received the same Course Materials, Training Services, Training Courses or subscribed to the MEP.  Except for the limited right to use granted herein, all rights in and to the Training Courses, Training Services, Course Materials and MEP, and all copies thereof, are retained by MOHS and its licensors, including, without limitation, all patent rights, copyrights, trademark rights and trade secret rights.  Customer shall not remove or alter any copyright or other proprietary rights notice of MOHS and/or its licensors in or on the Course Materials.  All Training Services, Training Courses, Course Materials and MEP content and the intellectual property rights associated therewith are and will remain at all times the sole and exclusive property of MOHS and its affiliates and licensors; and Customer has no right, title or interest in or to the Training Services, Training Courses, Course Materials, MEP content or the intellectual property associated therewith.

(4) Certain Education Services require Customer to have sufficient Internet access.  MOHS is not responsible for Customer’s inability to access any such Education Services due to User’s failure to have adequate Internet or bandwidth capabilities, or for any failure of the Internet or other communications or connectivity networks, or any disruptions or inaccessibility caused by third party sites, software or hardware.

 

4.5       Verification

Customer understands that MOHS may contact Customer and its users, using the information provided by Customer, and that MOHS may verify such contact information in accordance with MOHS’s then current privacy policy.  MOHS has no obligation to allow Customer to use or access the Training Services, any Training Course, Course Materials  and/or the MEP unless MOHS is satisfied, in its discretion, that Customer is a bona fide trainee, that Customer has all necessary valid Customer licenses, if any, that Customer has paid the applicable fees for use of the Training Services, Training Courses, Course Materials and/or the MEP, and that the information provided by Customer to MOHS in registering for the Training Services, Training Courses, Course Materials and/or the MEP is current, accurate and complete and in compliance with the applicable Laws.

 

4.6       Confidentiality

Customer acknowledges and agrees that the intellectual property associated with the Training Services, Training Courses, Course Materials and/or the MEP, and any other non-public information of a technical or commercial nature concerning MOHS or the Training Services, Training Courses, Course Materials and/or the MEP disclosed to Customer in connection with these Terms of Use constitute MOHS’s proprietary information and trade secrets; and Customer agrees to hold such information in strict confidence, and not disclose or otherwise share the Training Services, Training Courses, Course Materials, MEP or any other confidential information with any third party except as expressly provided in these Terms of Use.

 

4.7       Disclaimer; Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRAINING SERVICES, THE COURSE MATERIALS, THE MEP AND TRAINING COURSES ARE PROVIDED “AS IS.”  EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF USE, MOHS AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND OTHER TERMS, WHETHER EXPRESS OR IMPLIED (BY STATUTE, COMMON LAW OR OTHERWISE). MOHS does not warrant that: (i) the Course Materials, the Training Services, Training Course or any MEP Modules will meet Customer’s or its Users’ requirements; or (ii) the content of any Training Services, Course Materials or any Training Course will be error free.

 

IN NO EVENT SHALL MOHS OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES OR LOSSES OF ANY KIND ARISING UNDER ANY THEORY OF LIABILITY (INCLUDING TORT), INCLUDING WITHOUT LIMITATION DAMAGES OR LOSSES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF BUSINESS DATA OR INFORMATION, OR OTHER PECUNIARY LOSS, EVEN IF MOHS HAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  MOHS’S MAXIMUM AGGREGATE LIABILITY FOR ANY EDUCATION SERVICES (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO MOHS (EXCLUDING ANY MOHS EXPENSES) FOR THE APPLICABLE EDUCATION SERVICES GIVING RISE TO THE LIABILITY.  THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THESE TERMS OF USE SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.  ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE EDUCATION SERVICES IS DONE AT USER’S OWN DISCRETION AND RISK.  MOHS AND ITS SUPPLIERS SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.

 

4.8       Termination

These Terms of Use are effective until terminated.  Customer may terminate these Terms of Use for convenience at any time by uninstalling, destroying or returning to MOHS all copies of the Training Services, Training Courses or Course Materials in Customer’s possession or within its control; provided, however, that no such termination shall entitle Customer to a refund of any amount used with respect to the applicable Training Services Training Courses, Course Materials or MEP subscription.  MOHS may terminate these Terms of Use immediately at any time for by written notice to User if Customer has breached any of these Terms of Use.  Upon termination, all license(s) granted hereunder, if any, shall automatically terminate, Customer shall promptly uninstall, destroy or return to MOHS all copies of the Training Services, Training Courses and Course Materials in Customer’s possession or within its control and shall certify in writing that all known copies have been uninstalled, destroyed or returned to MOHS.  All provisions relating to confidentiality, MOHS’s ownership and proprietary rights, limitations of liability, disclaimers of warranties, waiver, payment, governing law, jurisdiction and venue shall survive the termination of these Terms of Use.

 

4.9       General

(1)  MOHS may assign all or part of the Education Services to be performed hereunder to an affiliate or third party.  MOHS retains the right to assign, reassign and substitute personnel at any time.  Provided that MOHS has used reasonable efforts to provide a suitable replacement (which shall always be subject to MOHS personnel availability), MOHS shall not be liable in the event of non-availability of any personnel due to death, leave, illness, family emergency, change of position, termination of employment or subcontract, or other similar reasons.

(2) MOHS may at any time and from time to time modify these Terms of Use, provided that any such modification will be prospective only and not retroactive, that is, any such modification will not affect Education Services purchased prior effective date of such revision.

(3) These Terms of Use shall be governed by the laws of the Republic of the Philippines that governs the license or other agreement for Customer’s use of the MEP.  If Customer does not have a MOHS Agreement, then the following shall apply:  These Terms of Use shall be governed by the laws of the Republic of the Philippines (excluding the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded).  Any suit, action or proceeding arising out of or relating to these Terms of Use (including, without limitation, any non- contractual dispute or claim) will be brought before the courts of the City of Manila, Philippines and the parties hereby expressly and irrevocably submit to the jurisdiction of such courts for the purpose of any such suit, action, or proceeding.

(4)  These Terms of Use constitute the entire agreement between the parties with respect to the use of the Education Services, and supersedes all prior or contemporaneous agreements and representations, whether verbal or written, pertaining to Education Services only.  These Terms of Use shall also supersede any Customer purchase order or order form.  Unless otherwise specified in Customer’s MOHS Agreement, in the event of any conflict between Customer’s MOHS Agreement and these Terms of Use, the terms of these Terms of Use shall supersede any provisions of such MOHS Agreement with respect to Education Services; provided that if Customer’s MOHS Agreement was entered into between MOHS and Customer after 15 May 2019

(5) All notices or other communications to MOHS shall be addressed to:

MOHS Analytics Services

Unit 406, Gonzalez Building, 48 D. Munoz Ave., Quezon City 1116 Philippines

info@mohs-analytics.com

Copyright © 2019 Mohs-Analytics - All Rights Reserved. Terms of Use
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