HomeMy WebLinkAbout20153432.tiff BOARD OF COUNTY COMMISSIONERS
PASS-AROUND REVIEW/WORK SESSION REQUEST
RE: lynda.com Subscription Agreement Renewal (for training)
DEPARTMENT: HUMAN RESOURCES DATE: October 6, 2015
PERSON REQUESTING: Patricia S Russell, Director Human Resources
Brief description of the problem/issue: Subscription Agreement in need of Approval
For the Board's approval and review is a subscription renewal agreement with lynda.com (a subsidiary of
Linkedin)for the use of online training for Weld County employees. This contract has been in place for one year.
This is a 1-year contract. The total annual costs are: $1,615.39$1,750.00. It is billed and paid annually when the
subscription is due to renew. This training has been used by employees in all departments. The benefit is training
can be provided in groups as well as for individuals at their work stations.
This agreement was reviewed by Frank Haug in the County Attorney's office.
UPDATE: The rate on the contract was incorrect,the correct amount is$1,750—which is the same price we paid
for the current subscription.
What options exist for the Board? (Include consequences, impacts, costs, etc. of options)
Two options: Sign the agreement allowing the use of lynda.com for our training needs. Or, don't sign the
agreement. If we chose to not enter into the agreement our ability to train individuals and some groups would be
diminished. This company offers flexibility for our training needs as their training topics are extensive and easy
for everyone to use.
Recommendation: I recommend the Board of County Commissioners enter into this agreement.
Approve Schedule
Recommendation Work Session Other/Comments:
Barbara Kirkmeyer,Chair
Mike Freeman,Pro-Tem m�
Sean P. Conway
Julie A. Cozad
Steve Moreno jr:1_1"
�; ��Cee> 2015-3432
DocuSign Envelope ID:BF5B46B9-6F58-4360-9A40-02D2A3AE7E6C
Order Form # 00009163 Lynda.comx
A LINKEDiN COMPANY
Expiration Date October 30,2015 Prepared By Dwight Lee
Email dlee@lynda.com
Account Name Weld County Government
Bill To Patti Russell Master Admin Sarah Porter
Address 1150 0 Street Address 1150 O Street
Greeley,Colorado Greeley,Colorado
80631 80631
United States United States
Phone 970-336-7220 Phone (970)336-7220
Email prussell@co.weld.co.us Email sporter@co.weld.co.us
Accounts Payable
Email
Subscription Information
Start Date October 30,2015 Deal Term 12 months
End Date October 29,2016 PO Required*
Billing Frequency Upfront PO Number
Payment Terms Net 30 PO Amount
Subscription Start Date will be the later of the Start Date described above or the date the Order Form is fully executed. 'If PO Required=Yes,then provisioning
will occur when we receive your PO document.
escri 'ion t10M QTY. 'Unit Pric " Amount
r n..
lyndaPro Users 5 USD 350.000 USD 1,750.00
Total Order Amount $1,750.00
This Order Form does not reflect any taxes that may apply. Organizations that are tax exempt may email a copy of their tax exemption
certificates to taxexemption(c)lynda.com
Terms
• Services provided under this Order Form will terminate on the expiration date of the Term or the date terminated by either party as
provided in the Corporate Subscription Agreement.
• Order forms with contiguous dates will ensure no gap in service.
• Add-on products orders must end coterminous with the originating contract
• Future incremental add-on or renewal orders will be at list price at time of purchase.
• Please allow up to 3 business days for account provisioning.
• Services provided under this Order Form are provided pursuant to the Linkedln Subscription Agreement between the parties
attached hereto,the terms of which are incorporated into this Order Form.
Weld County Government lynda.com,a Linkedln Company
• emoty'Ulu
Signature Signature
Name Barbara Kirkmeyer Name Emory Wu
Business Title Chair Business Title Sr. Revenue Analyst
Board of Weld County
Authority Level Commissioners Date 10/13/2015
Date OCT 2 6 2015
DocuSign Envelope ID:BF5B46B9-6F58-4360-9A40-02D2A3AE7E6C
Linked in ®
LINKEDIN SUBSCRIPTION AGREEMENT
This Linkedln Subscription Agreement, including its Exhibits ("LSA"), governs any ordering document executed by the
customer identified in that ordering document ("Customer") and the Linkedln company identified in that ordering
document ("Linkedln"). This LSA, the applicable ordering document, and any other incorporated terms, comprise the
complete understanding between the parties on the subject matter("Agreement").
This LSA is designed to address the unique concerns of a Government Entity and is not applicable to private entities.
"Government Entity" means any federal, state, or local government unit, agency, political subdivision or
instrumentality. If Customer is not a Government Entity, then LinkedIn's standard terms and conditions set forth
at:http://business.liinkedin.com/lcsa shall supersede this LSA and govern all ordering documents between the parties.
1. ORDERING AND THE PROVISION OF SERVICES
1.1 Services. Customer may access and use the Linkedln services offered via LinkedIn's websites, including any
associated software, APIs and plugins ("Software"), content, data, and other information owned or licensed by
Linkedln ("Linkedln Data"), documentation and reports, and any other content provided as a part of the services
(collectively, "Service/s")to the extent and for the term stated in the ordering document("Subscription Term").
1.2 Affiliates. Customer may allow its Affiliates to access and use the Services, provided that Customer will be fully
liable for its Affiliates' use of the Services and compliance with the Agreement. "Affiliate" means an entity that
controls, is controlled by, or is under common control with, a party. Customer may allow its Affiliates to purchase
Services under the terms of this LSA, provided that Customer informs Linkedln in writing of the specific Affiliate
authorized to make a purchase ("Authorized Affiliate"). If an Authorized Affiliate executes an ordering document
under this LSA, such Authorized Affiliate will be deemed to be a"Customer" for that purchase only and such
Authorized Affiliate and Customer will be jointly and severally liable to Linkedln for such Authorized Affiliate's use
of the Services and compliance with this Agreement.
1.3 Payment. Customer will pay the fees for the Services stated in the ordering document within 30 calendar days
after receipt of Linkedln's invoice, unless otherwise stated in the ordering document, subject to approved line of
credit. For Services that require payment by credit card, Linkedln will charge Customer's credit card upon receipt
of the credit card information. Customer's purchases are non-cancelable and payment for Services is non-
refundable, except as otherwise stated in this LSA. Customer will maintain complete and accurate billing and
contact information with Linkedln.
1.4 Taxes. Unless Customer is a tax-exempt entity, Customer will pay or reimburse Linkedln for all federal, state, and
local taxes, including sales, use, gross receipts, VAT, GST, or similar transaction taxes, imposed on Services
purchased under the Agreement ("Taxes"), provided that such Taxes are statutorily imposed either jointly or
severally on Customer, unless Customer provides Linkedln with a valid tax exemption certificate. All Taxes payable
by Customer will be separately stated and exclusive of the fees. Customer will have no liability for taxes that are
statutorily imposed on Linkedln including taxes or fees measured by LinkedIn's net or gross income.
2. RESPONSIBILITIES
2.1 Use of the Services. Customer will use the Services solely for its intended purpose, as detailed in Exhibit A. Only
Customer-designated employees and contractors are authorized to use the Services ("Customer User"). A
Customer User must also be a Member.A"Member"is an individual who signs-up to use Linkedln's services under
Linkedln's user agreement, currently available at https://www.linkedin.com/legal/user-agreement, as amended by
Linkedln from time to time ("User Agreement"). The terms of the User Agreement are incorporated into this LSA.
Customer will ensure that Customer Users comply with the User Agreement.Customer will use the Services solely
1
Linkedln Confidential and Proprietary
Last Updated:June 2015 v.1
DocuSign Envelope ID:BF5B46B9-6F58-4360-9A40-02D2A3AE7E6C
for Customer's internal use and will not provide access to the Services to any third party, except as otherwise
permitted in the Agreement. Customer will notify Linkedln immediately upon learning of any unauthorized use of
the Services or any other breach of security relating to the Services.
2.2 Software. Any Software is licensed and not sold. Linkedln grants Customer and its Affiliates a limited, personal,
revocable, worldwide, non-sub-licensable, non-transferable, non-exclusive license to install and execute the
Software on machines operated by or for Customer as needed for use of the Services during the Subscription
Term.
2.3 Customer's Use of Member Data and Linkedln Data. Customer may use content, data and other information
about Members received from Linkedln's websites (collectively, "Member Data") and Linkedln Data only as
expressly permitted in this LSA.
2.4 Linkedln's Collection, Use and Processing of Customer Personal Data. "Personal Data" means information about
an individual that(a)can be used to identify,contact or locate a specific individual;(b)can be combined with other
information that is linked to a specific individual to identify,contact or locate a specific individual;or(c) is defined
as "personal data" or "personal information" by applicable laws or regulations relating to the collection, use,
storage or disclosure of information about an identifiable individual. If Customer provides Linkedln with any
Personal Data about Members in connection with its use of the Services ("Customer Personal Data"), then
Linkedln, in providing the Services, stores Customer Personal Data on behalf of Customer. Customer is the
controller of Customer Personal Data and Linkedln will collect and process Customer Personal Data (i) in
accordance with applicable privacy and data protection laws; (ii) in compliance with the written instructions
received from Customer including, as applicable, sub-processing as necessary; and (iii)only for the purpose of the
Agreement, using appropriate technical and organizational security measures.
2.5 Compliance with Laws.The parties will comply with all applicable international,federal,state, provincial and local
laws relating to the privacy, confidentiality, security and protection of Personal Data including the EU Data
Protection Directive 95/46/EC as amended and as implemented in the various European Economic Area ("EEA")
countries or any similar and applicable legislation enacted outside of the EEA and security breach notification laws
(collectively, "Data Protection Law"). Linkedln complies with the U.S.-E.U. and U.S.-Swiss Safe Harbor Frameworks
as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of Personal Data
from European Union member countries and Switzerland. Linkedln has implemented the federal E-Verify program
for all U.S. Linkedln employees who will provide Services to Customer under this LSA. Linkedln will not refuse to hire
any person otherwise qualified, solely because of race, color, religion, national origin, gender, age, military status,
sexual orientation,marital status,or physical or mental disability.
3. CONFIDENTIAL INFORMATION
3.1 Definition. "Confidential Information" means any information disclosed under the Agreement that (a) if tangible,
is clearly marked as "Confidential" or with a similar designation; (b) if intangible, is identified as"Confidential" by
Discloser at time of disclosure and confirmed in writing to Recipient as being Confidential Information;or(c)from
the relevant circumstances should reasonably be known by Recipient to be confidential (e.g. pricing, Personal
Data,etc.). Recipient will protect Personal Data pursuant to this Section 3 in perpetuity. Linkedln acknowledges that
this LSA is subject to the Freedom of Information Act,5 U.S.C.§552,et seq.,as amended("FOIA"),which is relevant to
Customer, and Customer acknowledges that that certain information provided by Linkedln during the performance of
this Agreement may contain trade secrets and confidential commercial or financial information exempt from the
mandatory disclosure requirements under FOIA.
3.1 Exclusions. Confidential Information does not include any portion of the information that Recipient can prove (a)
was rightfully known to Recipient before receipt from Discloser; (b) was generally known to the public on the
Effective Date; (c) becomes generally known to the public after the Effective Date, through no fault of Recipient;
(d) was received by Recipient from a third party without any confidentiality obligation; or (e) was independently
developed by Recipient without breach of this Section 3.
2
Linkedln Confidential and Proprietary
Last Updated:June 2015 v.1
DocuSign Envelope ID:BF5B46B9-6F58-4360-9A40-02D2A3AE7E6C
3.2 Limited Use and Non-Disclosure. Recipient will (a) use Confidential Information solely to fulfill its obligations
under the Agreement;(b) protect Confidential Information using the same degree of care it uses to protect its own
confidential information of a like nature, but in no event less than a reasonable degree of care; (c) not disclose
Confidential Information to any third party except to Affiliates or employees,consultants, and agents who(i) have
a need to know it in order to carry out their obligations under the Agreement, and (ii) are under written
confidentiality and non-use obligations at least as restrictive as those stated in this LSA; and (d) not modify,
reverse engineer, decompile,create other works from, or disassemble any Confidential Information,to the extent
applicable, unless authorized in writing by Discloser.
4. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP. No right, title or interest in any intellectual property right
transfers to the other party, except for the limited rights stated in the Agreement. Customer is not obligated to
provide Linkedln or its Affiliates with any suggestions, enhancement requests, or other feedback about the
Services or related technology ("Feedback"). However, if Customer does provide Feedback to Linkedln, Linkedln
may use and modify the Feedback without any restriction or payment.
5. TERM AND TERMINATION
5.1 LSA Term. This LSA is effective on the date the first ordering document is executed by Customer and Linkedln
("Effective Date")and remains in effect until terminated.
5.2 Termination and Suspension. Either party may terminate this LSA or an applicable ordering document if the other
party materially breaches the Agreement and fails to cure the breach within 30 days after receiving notice of the
breach. Linkedln may immediately terminate this LSA or an applicable ordering document if Customer is in breach
of Section 2.5. Linkedln may suspend Customer's access to the Services if Customer is in breach of the Agreement,
provided that the suspension will continue only for as long as reasonably necessary for Customer to remedy the
breach. If all ordering documents under this LSA have expired or been terminated, then either party may
terminate this LSA for convenience by providing written notice to the other party.
5.3 Effect of Termination. Termination of this LSA or an ordering document will not relieve Customer from its
obligation to pay Linkedln any fees stated in an ordering document executed by the parties. If Customer
terminates this LSA or an ordering document due to Linkedln's uncured material breach, Linkedln will refund a
pro-rata share of any pre-paid fees under the applicable ordering document. Upon any termination,Customer will
notify Customer Users that their access to the applicable Services has terminated, and Linkedln may remove or
discard all content that Customer uploaded or otherwise made available to Linkedln while using the Services, in
accordance with Linkedln's policies. Termination of an ordering document does not terminate this LSA; however,
termination of this LSA will result in the immediate termination of all ordering documents. The provisions of this
LSA that by their nature extend beyond the termination of this LSA will survive termination of this LSA.
6. NO WARRANTY.THE SERVICES ARE PROVIDED "AS IS". EXCEPT AS EXPRESSLY STATED IN THIS LSA, LINKEDIN MAKES
NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES INCLUDING ANY REPRESENTATION THAT THE SERVICES
WILL BE UNINTERRUPTED OR ERROR-FREE.TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, LINKEDIN
DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-
INFRINGEMENT,MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. THIRD-PARTY INDEMNITY AND RESPONSIBILITY
7.1 Linkedln Indemnity. Linkedln will defend and indemnify Customer, its Affiliates, and their respective directors,
officers and employees from and against all third party claims to the extent resulting from or alleged to have
resulted from (a) the Services' (excluding any non-Linkedln Data and excluding Customer Personal Data)
infringement of a third party's intellectual property right;or(b)Linkedln's material breach of the Agreement.
7.2 Customer Responsibility. To the extent legally liable and permitted by law, Customer will be responsible for any
damages resulting from the negligent acts or omissions of Customer, its employees, or agents, arising from claims
made or brought against Linkedln by a third party alleging that (i) the Customer Personal Data or LinkedIn's
3
Linkedln Confidential and Proprietary
Last Updated:June 2015 v.1
DocuSign Envelope ID:BF5B46B9-6F58-4360-9A40-02D2A3AE7E6C
transmission or hosting thereof infringes or violates the rights of such third party;(ii)Customer's use of the Services in
violation of this Agreement infringes or violates the rights of any third party;or(iii)Customer failed to comply with the
applicable laws,rules or regulations in its performance of the Agreement.
8. LIMITATION OF LIABILITY
8.1 Consequential Damages Waiver. To the fullest extent permitted by law, neither party, including its respective
Affiliates, will be liable to the other in connection with the Agreement for lost profits or lost business
opportunities,loss of data,or any indirect,incidental,consequential,special or punitive damages.
8.2 Liability Cap.To the fullest extent permitted by law, neither party, including its respective Affiliates, will be liable
to the other in connection with the Agreement for an amount that exceeds the total fees paid or payable to
Linkedln during the 12-month period before the event giving rise to the liability. Subject to Subsection 8.3 (b),
Linkedln will not be liable for any unauthorized third party access to Customer's content, data, programs,
information,network,or systems.
8.3 Exclusions. The limitations on liability stated in Sections 8.1 and 8.2 above, do not apply to a party's (a)
confidentiality obligations; (b) liability for fraud, gross negligence or intentional misconduct; (c) liability for death
or personal injury;or(d)violation of the other party's intellectual property.
8.4 Government Entity. The parties recognize that Customer is a Government Entity, and nothing in this LSA is
intended to waive or diminish Customer's rights under principles of Sovereign Immunity,as established by law.
9. DISPUTE RESOLUTION. The parties will attempt to resolve any dispute related to the Agreement through good faith,
informal negotiation. If initial negotiation does not resolve the dispute, each party will escalate the dispute to the
executive sponsor of the Agreement to attempt to resolve the dispute. If the parties are unable to resolve the dispute
through negotiation, the parties will select a mutually agreed mediator in a mutually agreed location to attempt to
resolve the dispute.The prevailing party may seek to recover its legal fees and costs. Nothing in this LSA will prevent
a party from seeking a temporary restraining order or injunctive or other equitable relief with respect to a breach
(or attempted breach)of this LSA by the other party,without the requirement of posting a bond, in addition to any
remedies available at law.
10. MISCELLANEOUS. If a conflict exists between any of the terms in the Agreement, then the LSA will govern,
followed by the ordering document, and then the User Agreement. If a conflict exists between any of the general
terms in the LSA and the relevant Exhibits,then the Exhibits will prevail to the extent of that inconsistency. Neither
party relies on any undertaking, promise, assurance, statement, representation, warranty or understanding
(whether in writing or not)of any person(whether party to the Agreement or not)relating to the subject matter of
the Agreement, other than as expressly set out in the Agreement. The parties will provide notices in writing and
deliver them by commercial overnight courier to the address of the other party set forth on the ordering
document, unless otherwise stated in the Agreement. Notices are effective on the date of delivery as indicated in
the records of the courier. The Agreement does not create a partnership, agency relationship, or joint venture
between the parties. Neither party has the power or authority to bind the other or to create any obligation or
responsibility on behalf of the other. Under no circumstances will any employee of one party be deemed to be the
employee of the other for any purpose. Neither party will assign this LSA or an ordering document in whole or in
part without the other party's prior written consent. Any attempted assignment in violation of the foregoing
restriction will be void.Customer will provide Linkedln written notification if Customer is purchasing Services through
a Linkedln partner agency. Linkedln may remotely monitor Customer's use of the Services to ensure compliance
with the Agreement. If any provision of the Agreement is unenforceable,that provision will be modified to render
it enforceable to the extent possible to affect the parties' intention and the remaining provisions will not be
affected.The parties may amend the Agreement only in a written amendment signed by both parties, except for
the User Agreement,which may be modified in accordance with its terms. If Customer is an agency binding a client
under this LSA,Customer(a) represents and warrants that it has the authority to bind the client to the terms stated
herein; (b)will notify Linkedln in writing of the name and address of its client that will access and use the Services;and
(c) remains jointly and severally liable for all obligations of Customer under the Agreement. If this LSA will be
4
Linkedln Confidential and Proprietary
Last Updated:June 2015 v.1
DocuSign Envelope ID:BF5B46B9-6F58-4360-9A40-02D2A3AE7E6C
executed then it can be executed electronically and in counterparts,each of which is deemed to be an original and
all of which taken together comprise a single document. Each party represents and warrants that the individual
binding a party under this LSA or an ordering document is authorized to do so.
5
Linkedln Confidential and Proprietary
Last Updated:June 2015 v.1
DocuSign Envelope ID:BF5B46B9-6F58-4360-9A40-02D2A3AE7E6C
Exhibit A
Service Terms
Linkedln offers several different web-based Services under a variety of subscription models. Each Service is subject to rights
or restrictions stated in this Exhibit A("Service Terms")that are in addition to the terms stated above.Service Terms apply to
Customer to the extent the specific Service is included in an ordering document.
1. PER SEAT SUBSCRIPTION MODEL
1.1 General. For Services purchased on a per seat basis, Customer (a) will designate in writing one Customer User for
each seat it purchases; (b) will promptly provide to and maintain with Linkedln accurate contact information for
each Customer User; and (c) will not, and will not permit a Customer User to, share a Customer User's access to
the Services with any other individual. In the event a Customer User ceases employment, takes any type of leave
or vacation, or transfers work function, Customer may transfer the Customer User's seat to a different Customer
User. Linkedln reserves the right to limit the number of transfers of each seat. Linkedln may, in its sole discretion,
change,modify, upgrade or discontinue any aspect or feature of the Services in whole or in part.
1.2 Sales Navigator Service.Customer may use the Sales Navigator Service only to generate sales leads.
1.3 Recruiter Service.Customer will use the Recruiter Service and information about Linkedln Members only to recruit
individuals to become employees and consultants of Customer or its Affiliates, or, if Customer is an approved
agency, only to recruit individuals to become employees and consultants of its clients. Prior to any termination or
expiration of this LSA or an ordering document, Customer is responsible for downloading any content, data or
other information Customer Users uploaded into Linkedln's system or otherwise provided to Linkedln while using
the Services,including Customer Personal Data.
1.4 Content Service:lynda.com and Video to Brain.Customer may access the online learning library database of content
available at lynda.com.In the ordering document,Customer will designate a single administrator who will have access
to the reporting and management tools. Displaying or publicly performing lynda.com content in a public setting
such as a classroom or conference room without LinkedIn's written permission constitutes an unauthorized use of
the content and an infringement of Linkedln's intellectual property rights. The lynda.com Privacy Policy is located
at http://www.lynda.com/aboutus/otl-privacy.aspx.The Video to Brain Privacy Policy is located at
https://www.video2brain.com/de/datenschutzerklaerung. Any updates to the Privacy Policies will be effective
immediately upon posting to the foregoing websites.
2. PER USER SUBSCRIPTION MODEL
2.1 Leap Service. Customer maintains a social media policy and ensures that its personnel comply with such policy.
Only Customer's designated curator/s is/are authorized to post content to LEAP. Customer Users who are not
curators may only read and forward content. Customer will ensure that it owns or has the necessary licenses,
rights,consents,and permissions to the content it posts to LEAP.
3. PER MONTHLY ACTIVE CONTACTS SUBSCRIPTION MODEL
3.1 Linkedln Lead Accelerator("LLA")Customer Data.
a. Customer Data License for Linkedln.Customer grants Linkedln,for the Subscription Term,a worldwide, non-
exclusive, non-sub-licensable license to i)access and download the LLA Customer Data; and ii)store,
reproduce, modify and utilize the LLA Customer Data in connection with the matching and placement of Data
Cookies.
b. Matching Process. Linkedln will use commercially reasonable efforts to match the LLA Customer Data with
Data Cookies for each of the Customer Custom Segments and will tag each Targetable User with the
applicable Customer Custom Segment ID/s.
6
Linkedln Confidential and Proprietary
Last Updated:June 2015 v.1
DocuSign Envelope ID:BF5B46B9-6F58-4360-9A40-02D2A3AE7E6C
c. Hashed Records. In the event that the LLA Customer Data includes Hashed Records, Customer will set up an
account with a marketing automation platform partner with whom Linkedln has integrated the LLA Service to
provide such Hashed Records. Linkedln will not attempt to decrypt or decode such Hashed Records. In the
event that Customer opts-out of the Member Co-op, then any Hashed Records provided by Customer will
only be matched against the Basic Cookie Pool. Otherwise, Customer agrees to participate in the Member
Co-Op and such Hashed Records will be matched against the Enhanced Cookie Pool.
3.2 Supplemental Functionalities; Auto-Fill. Customer will set up an Auto Fill functionality. All data associated with
such Auto-Fill functionality will be imported from Linkedln public profile information. Customer will provide (a)
prominent and clear notice stating that (i) the data associated with the Auto fill functionality comes solely from
Linkedln public profile information, and (ii)the purpose of collecting the Auto-Fill data by the Customer; and (b)a
link to Customers'privacy policy.
3.3 Advertising Campaigns. In the event that Customer elects to use the LLA Service to implement online display
advertising through the LTN, then this LSA and the advertising terms more fully described in the applicable
ordering document will apply.
3.4 Support.Customer agrees that Linkedln's support staff may login to the LLA Service under Customer's password in
order provide Customer assistance with technical or billing issues or maintain or improve service.
3.5 Termination. Upon termination or expiration of an ordering document or this LSA, Customer will delete copies of
the Linkedln Tags from the Customer Site/s.
3.6 Self-Regulatory Principles and ePrivacy Rules. Each party will have a posted privacy statement and enhanced
notice,accessible by direct link from their respective Web sites,that reflect current,established industry standards
regarding privacy, including opt-out instructions or a direct link to an industry-standard Web opt-out site (e.g. a
site like www.AboutAds.info). The application or landing page for each Customer campaign will contain a
prominent link to Customer's privacy policy or related cookies policy, which policies are easy to understand and
which provides, at a minimum, adequate notice,disclosure and choices to Visitors regarding Customers', its
business partners', and Linkedln's, use, collection, disclosure and security of their information and offers the
Visitor an opportunity to opt out from such collection and use of their information whether by following opt-out
instructions on the party's website or by accessing a direct link to an industry-standard web opt-out site(e.g.a site
like www.AboutAds.info) in order to comply with applicable law and each of the Self-Regulatory Principles of the
Digital Advertising Alliance ("DAA"), the Code of Conduct of the Network Advertising Initiative ("NAI") and all
interpretations of such code by the NAI itself or any successor entity to the NAI,and the Principles of the European
Interactive Digital Alliance ("EDAA"), as the foregoing principles and code may be amended from time to time by
the DAA, NAI and EDAA, respectively.With respect to any Customer campaign,and where applicable, Linkedln will
have the right to place the Advertising Option Icon on the ad and display enhanced notice and choice in order to
comply with each of the Self-Regulatory Principles above.
3.7 Restrictions.Customer will not use the LLA Service to track or collect Personal Data of any users. In the event that
Customer intends to associate Linkedln Data or Customer Data with the Personal Data of a Targetable User,or use
any Personal Data for targeting purposes, Customer must request and receive explicit opt-in consent from such
user before doing so. Where user-level data is collected across unaffiliated sites, Customer must not merge such
data with any Personal Data or otherwise re-identify the user without opt-in consent. Customer will not use the
LLA Service under sensitive categories including sensitive data definitions contained in the DAA Principles,the NAI
code or applicable EU data protection law,as they may be revised from time to time.
3.8 Warranties. Customer represents and warrants that (a) no customer campaign will be targeted to children under
the age of thirteen or offer products or services that are illegal for minors to buy, possess or participate in;
(b)prior to loading any computer program onto an individual's computer, including programs commonly referred
to as adware or spyware but excluding Cookies(provided that Cookies are disclosed in Customer's privacy policy or
cookies policy), Customer will provide notice to and will obtain the express consent of such individual; and (c)any
7
Linkedln Confidential and Proprietary
Last Updated:June 2015 v.1
DocuSign Envelope ID:BF5B46B9-6F58-4360-9A40-02D2A3AE7E6C
business demographic data received by Customer will (i) only be used for customer campaigns and no other
purpose,and(ii)will not be collected,stored,compiled or reverse engineered.
3.9 WARRANTY DISCLAIMER. LINKEDIN DOES NOT WARRANT OR GUARANTEE CONVERSION RATES, RESPONSE RATES
OR ABILITY TO CONVERT THE RESPONSES INTO SALES. LINKEDIN DOES NOT WARRANT OR GUARANTEE THE
PROFILE OR DEMOGRAPHICS OF A RESPONDENT.
3.10 Definitions.
a. "Active Contact" means a contact associated with any Customer campaign that is activated and nurtured for
any period of time.
b. "Basic Cookie Pool" means the set of Cookies that Linkedln has matched to Linkedln Data or Hashed Records
via its third party data provider partners.
c. "Cookie" means an alphanumeric identifier that is assigned to an Internet user's computer when such
computer is in communication with a server.
d. "Customer Custom Segment" means an online targetable audience segment created by matching Customer
Data to Targetable Users without using Personal Data.
e. "Customer Site(s)" means a (i) Web page or group of Web pages owned and operated by Customer or (ii)
one or more online advertisements that are linked to an Customer User access point and use the applicable
Linkedln Tags for tracking purposes.
f. "Data Cookie" means a Cookie that is matched with Customer Data and placed by Linkedln on an Internet
user's browser via the LTN,including Cookies placed through third party LTN partners.
g. "Enhanced Cookie Pool" means the Basic Cookie Pool plus the set of Cookies that Linkedln has matched to
Hashed Records via the Member Co-op.
h. "Hashed Record" means an e-mail address record that has been encrypted via SHA1 hash or other mutually
agreeable encryption method to render such record Non-Personal Data.
i. "Linkedln Tag(s)" means the proprietary Linkedln tracking code(s) provided by Linkedln to Customer as a
part of the LLA Service, along with any fixes, updates and upgrades. Customer may install the Linkedln Tags
on the Customer Site(s) or distribute via outbound e-mails sent by Customer for the purpose of collecting
Customer Data.
j. "Linkedln Targeting Network" or "LTN" means Linkedln's online advertising network and includes all Web
sites on which Linkedln is permitted to distribute Online Display Advertising.
k. "LLA Customer Data" means: (i)data concerning the characteristics and activities of visitors to the Customer
Site(s)that are collected through use of the Linkedln Tags and then forwarded to and analyzed by the LLA,or
(ii) any Non-Personal Data or Hashed Records provided by Customer to Linkedln for the purpose of creating
one or more Customer Custom Segments.
I. "LLA Service" means the Services with the functionality to support audience analytics, site optimization and
advertising campaign targeting,and distribution through the LTN.
m. "Member Co-Op" means the collection of companies that have agreed to contribute Hashed Record Cookies
to the Enhanced Cookie Pool.
n. "Monthly Active Contacts"means the month-to-date average number of Active Contacts.
o. "Non-Personal Data" means data or information that is not connected, correlated, or able to be identified
with any Personal Data (including information that is collected anonymously, is aggregated, or from which
underlying information has been removed).
p. "Targetable User" means an Internet user who has been matched to a Data Cookie for one or more
Customer Custom Segments.
8
Linkedln Confidential and Proprietary
Last Updated:June 2015 v.1
A _
DocuSign Envelope ID:FB0056FC-DFDD-46F9-9361-ED7C8AB6643F
lynda.com,„
Purchase Order Exception Form
Date: September 26, 2014
Dear Patti,
Thank you for choosing lynda.com.We are excited to provide you a subscription to the lynda.com library of
instructional videos.
In lieu of a purchase order being submitted to us, this document will confirm that the contents are correct for your
order. Once you e-sign and submit, an invoice will be processed and delivered.
SUBSCRIPTION DETAIL
Product: lyndaPro
No. of Licenses: 5
Amount: $1,750.00 USD
Start Date: September 30, 2014
End Date: October 30, 2014 ,fl
Payment Terms: Net 30 V
Please complete the below information and sign.
Name: Patti Russell
Org. Name:Weld County Government
Title: HR
�Doocusigned by:
Signatures ('Alit PASStiL
431520110941447...
Date: 9/26/2014
Happy learning!
Debbie Beck
dbeck@lynda.com
807-755-1324
Reference# 0067000000cRLnnAAG
lynda.com 6410 Via Real,Carpinteria,CA 93103,USA T(805)477-3902 (888)335-9632 F(805)477-5604
TERMS OF SERVICE
These Subscriber TERMS OF SERVICE ("Terms of Service") constitute a binding contract
between you ("Subscriber" or"Customer" or"you") and lynda.com, Inc., a Delaware
corporation ("Company"), regarding the terms under which the Company will provide
Subscriber with access to the Services.
BY CLICKING ON THE BUTTON MARKED "I ACCEPT", SUBSCRIBER SIGNIFIES
ITS AGREEMENT TO ABIDE BY THESE TERMS OF SERVICE ("Acceptance").
Subscriber agrees that its assent, given electronically, will have the same legal effect as if it had
been personally signed by Subscriber. To the extent permitted by law, these Terms of Service are
intended to supersede any provisions of applicable law, which might otherwise limit their
enforceability or effect, because they were entered into electronically. Please print a copy of
these Terms of Service for future reference.
1) TERMINOLOGY.
• "Effective Date" - refers to the date that the Company confirms Subscriber's right to use
the Subscription Website.
• "Exercise Files" - refers to the files (documents, photos, and so on)that an author may
use during the applicable course.
• "Gift Subscription" -refers to a right to use the Subscription Website as a recipient of a
gift, i.e., the recipient does not have to provide credit/debit card information during the
registration process. The sender of the Gift Subscription is not deemed a Subscriber but
the recipient of a Gift Subscription will be deemed a Subscriber upon Acceptance of
these Terms of Service.
• "No Fee Trial" -refers to a temporary right to use the Subscription Website at no charge
during the permissible No Fee Trial period and in accordance with any applicable terms,
including, but not limited to, Acceptance of these Terms of Service.A No Fee Trial may
or may not require the insertion of credit/debit card information.
• "Premium Content" -means the Exercise Files and the Standard Content offering
within the Subscription Website.
• "Public Website" -means that portion of the Website that is available for use by any
person without the need to be a Subscriber.
• "Services" - means the Public Website,the Subscription Website, and their entire
contents, features and functionality(including but not limited to, all information,
software, text, displays, images, video and audio, and the design, selection and
arrangement thereof, the Standard Content,the Exercise Files, and any documentation
pertaining to the foregoing).
• "Standard Content" -refers to content within the Subscription Website that does not
include the Exercise Files.
• "Subscriber" -also referred to as "Member", refers to an
individual/entity/organization/institution that has the right to access the Subscription
Website via a Subscription Fee ("Paid Subscription"), Gift Subscription,No Fee Trial,
or other basis. A Subscriber must be at least 18 years of age or, as applicable, the age of
majority in the country, state or other jurisdiction in which the Subscriber resides(and if
a minor, have the permission of a parent or legal guardian to access the Subscription
Website), and possess the legal right and ability to enter into binding contracts.
Furthermore, a Subscriber may be an `Individual' or `Multi-User' Subscriber as follows:
o `Individual Subscriber,' refers to a Subscription by one individual only
("Individual Subscription"); or
o `Multi-User Subscriber,' refers to an entity, organization, or institution, that
subscribes to the Services for use by its constituents, who may include employees,
students, faculty, or other end users, etc. ("Constituents") ("Multi-User
Subscription"). The Subscriber under a Multi-User Subscription will remain
liable for all acts or omissions of its Authorized End Users (defined below) with
respect to access and use of the Services; furthermore and for the avoidance of
doubt, the Subscriber will be responsible for ensuring that its Authorized End
Users remain fully compliant with these Terms of Service,the Privacy Policy and
the Website Use Policy. With respect to a Multi-User Subscription, the following
terms will apply:
■ "Authorized End Users", refers to the Constituents of the Multi-User
Subscriber. The number of Authorized End Users under any single Multi-
User Subscription may not exceed the number of permitted seats paid
under the Subscription ("Maximum Seats"). The Authorized End User's
identifier must not be of a generic nature. An example of a unique
identifier is john.doe@company.com; examples of generic identifiers
include the following: support@company.com or userl@university.edu.
• "Master Administrator" means the administrator designated by the
Multi-User Subscriber who has reporting access and management tools
and who may substitute Authorized End Users not to exceed the number
of Maximum Seats.
o Subscriber agrees on behalf of itself and its Authorized End Users, where
applicable,to treat password, usernames, and other security information
("Authentication Information"), as confidential and to not provide any other
person with access to the Subscription Website or portions of it using Subscriber's
(or the Authorized End User's) Authentication Information. Subscriber will notify
the Company immediately of any unauthorized access to, or use of,
Authentication Information. The Company has the right to disable any Subscriber
or Authorized End User access to the Services at any time, in its sole discretion
[for any or no reason, including] if, in the Company's opinion, Subscriber and/or
Authorized End User has violated any provision of these Terms of Service or
appear likely to do so.
• "Subscription" -refers to a right to use the applicable portion of the Subscription
Website as a Subscriber under a Paid Subscription, Gift Subscription,No Fee Trial, or
other form of right and/or fee to access the Subscription Website.
• "Subscription Term" -means the period of time that a Subscriber may utilize the
applicable portion of the Subscription Website.
• "Subscription Website" -means the applicable portion of the Website (i.e., Premium
Content or Standard Content or any portion thereof),that is available only to a
Subscriber.
• "Virus" means any item or device (including any software, code, file or program)which
is designed to prevent, impair or otherwise adversely affect the operation of any computer
software, hardware or network, any telecommunications service, equipment or network
or any other service or device;prevent, impair or otherwise adversely affect access to or
the operation of any program or data, including the reliability of any program or data
(whether by re-arranging, altering or erasing the program or data in whole or part or
otherwise); or adversely affect the user experience, including worms, trojan horses,
viruses and other similar things or devices.
• "Website" -means all information, content, concepts, program interfaces, structures,
functionality, computer code, published materials, electronic documents, graphic files
and other technology inherent in Company's website located stage.lynda.com and
m.lynda.com (or such other web address notified by the Company to Subscribers at any
time), and includes the entirety of both the Subscription Website and the Public Website.
2) INFORMATION ABOUT THE COMPANY.
lynda.com, Inc., is a Delaware corporation headquartered at 6410 Via Real, Carpinteria,
California 93013.
3) SUBSCRIBER WARRANTIES, RIGHTS, REPRESENTATIONS,
RESTRICTIONS, AND OBLIGATIONS.
• Subject to these Terms of Service, Subscriber will be granted a limited, non-exclusive,
revocable,non-transferable, and non-sublicenseable right to access that portion of the
Subscription Website applicable to the Subscription type. By agreeing to grant such
access,the Company does not obligate itself to maintain the Website, or to maintain it in
its present form. The Company may upgrade, modify, change or enhance the Services
and convert a Subscriber to a new version thereof at any time in its sole discretion,to the
extent that this is not detrimental to Subscriber's use of the Services and on reasonable
prior notice to Subscriber(unless the change is of critical business importance or outside
the Company's control, in which case the Company will explain the reason for the
changes as soon as is reasonably practicable).
• Subscriber agrees to abide by any rules or regulations that the Company publishes with
respect to conduct of Subscribers and other users of the Website, which rules and
regulations are hereby incorporated into these Terms of Service by this reference. The
Company reserves the right to deny a Subscriber and/or an Authorized End User access
to the Subscription Website if, in the Company's sole discretion, Subscriber and/or
Authorized End User has failed to abide by these Terms of Service or appear likely to do
so.
• Subscriber accepts that the Company in its sole discretion may, but has no obligation to,
monitor the Services or any portion thereof, and/or to oversee compliance with these
Terms of Service.
• Subscriber promises, acknowledges, and agrees on behalf of itself and its Authorized End
Users (in the case of Multi-User Subscriptions)that:
o Access privileges may not be transferred to any third-parties;
o It will not access, store, distribute or transmit any Viruses;
o It will comply with all applicable laws and regulations with respect to use of the
Services;
o It will not rent, lease, sublicense, re-sell, distribute, transfer, copy or modify the
Services or any component thereof;
o It will not translate, decompile, or create or attempt to create, by reverse
engineering or otherwise,the source code from the object code made available
hereunder;
o It will not reproduce, distribute, modify, create derivative works of, publicly
display, publicly perform, republish, download, store or transmit the Services or
any portion thereof;
o It will not delete or alter any copyright,trademark or other proprietary rights
notices from copies of materials from the Website or contained in the Services;
o It is solely responsible for acquiring, installing, operating and maintaining the
hardware and software environment, network connections, and
telecommunication links, necessary to access and use the Services;
o It will not use the Services in any manner, or in connection with any content, data,
hardware, software or other materials that infringes upon or violates any patent,
copyright,trade secret, trademark, or other intellectual property right of any third
party, or that constitutes a defamation, libel, invasion of privacy, or violation of
any right of publicity or other third party right, or that is threatening, harassing or
malicious.
• If you are a Multi-User Subscriber, you promise to obtain any and all consents required
by law, including, but not limited to, (i) consent to transfer personally identifiable
information of your Authorized End Users, and your representatives, to the United States,
if applicable, (ii)consent to compile reports as to usage of the Services by your
Authorized End Users and provide such reports to you, and (iii) any other consents that
may be required in order for us to provide the Services to you and your Authorized End
Users. You promise to obtain necessary consents from all relevant bodies including Work
Councils, from your Authorized End Users, from the parents or legal guardians of your
Authorized End Users(where necessary), and from other applicable individuals.
4) AVAILABILITY OF WEBSITE.
Subscriber recognizes that the traffic of data through the Internet may cause delays during the
download of information from the Website and accordingly, it shall not hold the Company liable
for delays that are ordinary in the course of Internet use. Subscriber further acknowledges and
accepts that the Website will not be available on a continual twenty-four hour basis due to such
delays, or delays caused by the Company's upgrading, modification, or standard maintenance of
the Website.
5) INTELLECTUAL PROPERTY RIGHTS.
• The Services are owned by the Company, its licensors or other providers of such
material, and are protected by United States and international copyright, trademark,
patent,trade secret and other intellectual property or proprietary rights laws.
• No right, title or interest in or to the Services or any portion thereof, is transferred to any
Subscriber or Authorized End User, and all rights not expressly granted herein, are
reserved by the Company.
• The Company name,the Company logo, and all related names, logos, product and service
names, designs and slogans, are trademarks of the Company or its affiliates or licensors.
Subscriber may not use such marks without the prior written permission of the Company.
All other names, logos, product and service names, designs and slogans on this Website
are the trademarks of their respective owners.
6) COMPANY OBLIGATIONS.
The Company will use commercially reasonable efforts to enable the Services to be accessible,
except for scheduled maintenance and required repairs, and except for any interruption due to
causes beyond the reasonable control of, or not reasonably foreseeable by the Company,
including, but not limited to, any Force Majeure Event(as defined below). The foregoing
undertaking shall not apply to the extent of any non-conformance caused by use of the Services
contrary to the Company's instructions, or modification or alteration of the Services by any party
other than the Company. If the Services are in non-conformance with the foregoing undertaking,
the Company will, at its expense, use all reasonable commercial endeavors to correct any such
non-conformance promptly, or provide Subscriber with an alternative means of accomplishing
the desired performance.
7) FEES AND PAYMENT.
• Subscription Fee. Subscriber agrees to pay the appropriate fee corresponding to the
particular Services that it wishes to access for the applicable Subscription Term
("Subscription Fee"). The Company reserves the right to change the Subscription Fee
with respect to a Renewal Term with prior written notification. Unless otherwise
expressly stated, all fees are non-cancellable and non-refundable.
• No Fee Trial. If Subscriber cancels a No Fee Trial before it expires, Subscriber's
credit/debit card will not be charged. If Subscriber does not cancel before expiration of
the No Fee Trial, Subscriber will automatically be enrolled in the appropriate
membership (depending on Subscriber's No Fee Trial sign-up choice), and Subscriber's
credit/debit card will be billed accordingly.
• Gift Subscription. If Subscriber receives a Gift Subscription, Subscriber shall not be
required to provide the Subscriber's billing information.
• Payment Details. Recurring charges are billed in advance of service. Subscriber agrees
to provide the Company with valid, up-to-date and complete debit/credit card, contact
and billing details. Subscriber further authorizes the Company to bill such debit/credit
card on the Effective Date (and corresponding Renewal Dates, if appropriate) for the
Subscription Fee due for the Subscription Term (and Renewal Term). If, for any reason,
Subscriber's credit/debit card company refuses to pay the amount billed for the Services,
Subscriber agrees that Company may, at its option, suspend or terminate Subscriber's
subscription to the Services and require Subscriber to pay the overdue amount by other
means acceptable to the Company. Company may charge a fee for reinstatement of
suspended or terminated accounts. Subscriber agrees that until its subscription to the
Services is properly terminated, it will continue to accrue charges for which it remains
responsible, even if it does not use the Services. In the event legal action is necessary to
collect on balances due, Subscriber agrees to reimburse the Company for all expenses
incurred to recover sums due, including attorney fees and other legal expenses. Unless
otherwise expressly stated, all fees are stated in United States dollars.
• Taxes. Subscriber is responsible for all applicable sales, use, transfer or other taxes and
all duties, whether international, national, state, or local, however designated, which are
levied or imposed by reason of the transaction contemplated hereby, excluding, however,
income taxes on profits which may be levied against the Company.
8) TERM AND TERMINATION.
• Term.
o General Subscription. Subscriber may subscribe to the Services for the
applicable term of the specific Subscription commencing on the Effective Date
("Initial Term"). Thereafter,the Subscription will renew automatically on the
corresponding anniversary date("Renewal Date")of the Effective Date (each a
"Renewal Term", and collectively with the Initial Term,the "Subscription
Term"), until Subscriber notifies Company of its intention not to renew prior to
the end of the then-current term.
o No Fee Trial Subscription. Subscriber may cancel a No Fee Trial at any time
before it expires by following the relevant instructions. Continuance of the
Subscription beyond the expiration of the No Fee Trial will incur the relevant fee.
• Termination. The Company reserves the right to terminate or suspend access to all or
any portion of the Services for violation or suspected violation of these Terms of Service.
• Effect of Termination. Subscriber will have no further rights to access the Subscription
Website. Termination will not affect the rights or liabilities of either party that accrued
prior to termination.
• Individual Subscription Termination (applicable only to residents of a member
country within the European Union). If you are an Individual Subscriber who is a
resident of a European Union member country,then in addition to any other rights under
these Terms of Service, you may cancel any Subscription for any reason during the
fourteen(14)day period from the Effective Date by sending written notice to the
Company at cs@lynda.com. If you do so, and with respect to any paying Subscription,
Company may, but is not obligated to, charge you a proportionate amount of the
Subscription Fee for the part of the Subscription that you have used.
9) CONFIDENTIALITY.
Subscriber agrees to maintain the confidentiality of the Company's Confidential Information. For
the purposes of these Terms of Service, the term "Confidential Information"means all portions
of the Services, including but not limited to,the Subscription Website.
10) THIRD PARTY LINKS OR INFORMATION.
This Website may contain links to other websites that are not operated by or related to Company.
Company is not responsible for the content, accuracy or opinions expressed in such third party
websites, and does not investigate, monitor, or check these websites for accuracy or
completeness. The inclusion of any linked website on this Website does not imply approval or
endorsement of the linked website by Company. A Subscriber that leaves this Website to access
these third-party sites does so at its own risk.
11) DISCLAIMERS OF STATEMENTS/WARRANTIES.
SUBSCRIBER'S USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE
SERVICES IS AT ITS OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS, WITHOUT ANY STATEMENTS OR WARRANTIES OF ANY
KIND, EITHER EXPRESS OR IMPLIED.NEITHER COMPANY NOR ANY PERSON
ASSOCIATED WITH COMPANY MAKES ANY STATEMENT, WARRANTY OR
REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY,
RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES.
WITHOUT LIMITING THE FOREGOING,NEITHER COMPANY NOR ANYONE
ASSOCIATED WITH COMPANY PROMISES THAT THE SERVICES OR ITEMS
OBTAINED THROUGH THE SERVICES OR ANY PORTION THEREOF, WILL BE
ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL
BE CORRECTED, THAT THE SERVICES OR THE WEBSITE OR THE SERVER THAT
MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS, OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE
SERVICES WILL OTHERWISE MEET SUBSCRIBER'S NEEDS OR EXPECTATIONS.
COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO ANY WARRANTIES OF MERCHANTABILITY,NON-INFRINGEMENT
AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT
ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER
APPLICABLE LAW. NO VERBAL OR WRITTEN REPRESENTATIONS, INFORMATION
OR ADVICE GIVEN BY COMPANY OR ITS AUTHORIZED REPRESENTATIVE SHALL
CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS
WARRANTY.
12) LIMITATION OF LIABILITY.
• COMPANY DOES NOT IN ANY WAY EXCLUDE OR LIMIT ITS LIABILITY FOR
(I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; (II)FRAUD
OR FRAUDULENT MISREPRESENTATION; OR(III)ANY OTHER MATTER FOR
WHICH IT WOULD BE ILLEGAL FOR COMPANY TO EXCLUDE OR ATTEMPT
TO EXCLUDE ITS LIABILITY.
SECTION 12 (B)APPLIES TO MULTI-USER SUBSCRIBERS:
• IN NO EVENT SHALL COMPANY, ITS LICENSORS, EMPLOYEES, AGENTS,
OFFICERS OR DIRECTORS BE LIABLE TO SUBSCRIBER OR ANY THIRD
PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING
FROM LOSS OF USE, LOSS OF DATA, OR LOSS OF PROFITS, WHETHER OR
NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, AND ON ANY THEORY OF LIABILITY,ARISING OUT OF OR IN
CONNECTION WITH THE USE OF THE SERVICES OR OF ANY WEB SITE
REFERENCED OR LINKED TO FROM THE SERVICES.NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THE FOREGOING, SUBSCRIBER'S
EXCLUSIVE REMEDY AND COMPANY'S ENTIRE LIABILITY, IF ANY, FOR
ANY CLAIMS ARISING OUT OF THESE TERMS OF SERVICE, SHALL BE
LIMITED TO THE LESSER OF (I) THE AMOUNT PAID BY SUBSCRIBER TO
COMPANY IN SUBSCRIPTION FEES DURING THE TWO(2)MONTH PERIOD
IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM OR ACTION
AROSE OR(II)TWO HUNDRED DOLLARS ($200), REGARDLESS OF WHETHER
THE CLAIM OR ACTION IS BASED ON CONTRACT, TORT, WARRANTY,
INDEMNIFICATION OR OTHERWISE. THE EXISTENCE OF MULTIPLE CLAIMS
WILL NOT ENLARGE THIS LIMIT. SUBSCRIBER WILL BE RESPONSIBLE FOR
ALL CLAIMS AND DAMAGES RESULTING FROM THE MISUSE OF THE
SERVICES BY SUBSCRIBER AND/OR ITS AUTHORIZED END USERS.
SECTION 12 (C)APPLIES TO INDIVIDUAL SUBSCRIBER RESIDENTS OF A
EUROPEAN UNION MEMBER COUNTRY:
• IN NO EVENT WILL COMPANY, ITS LICENSORS, EMPLOYEES,AGENTS,
OFFICERS OR DIRECTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR
ANY INDIRECT, CONSEQUENTIAL LOSSES (WHERE CONSEQUENTIAL
LOSSES MEANS LOSS ARISING AS A SIDE EFFECT OF THE MAIN LOSS),
WHICH ARE NOT A REASONABLY FORESEEABLE CONSEQUENCE OF SUCH
MAIN LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO (I) LOSS OF
INCOME OR REVENUE; (II) LOSS OF BUSINESS; (III) LOSS OF PROFITS; (IV)
LOSS OF ANTICIPATED SAVINGS; OR(V) LOSS OF DATA.
13) INDEMNITY.
Subscriber agrees to compensate and defend fully Company, its officers, employees, agents,
successors and assigns, from and against any damages, losses, and expenses (including
reasonable attorneys' fees) resulting from any third-party claim, action or demand arising out of
any breach by Subscriber of any representation, warranty, covenant, obligation or duty of
Subscriber under this Agreement.
14) SURVIVAL.
All provisions relating to proprietary rights, payment of fees, confidentiality, disclaimer of
warranty, indemnification, and limitation of liability, shall survive the expiration or earlier
termination of these Terms of Service.
15) CHANGES.
Except, for any provisions determining the primary contractual obligations of Subscriber and
Company hereunder, Company has the right to revise and amend these Terms of Service from
time to time to reflect changes in business needs including, but not limited to, changes in features
and functionality, changes in market conditions, changes in technology, changes in payment
methods, changes in relevant laws and regulatory requirements and changes in system
capabilities. Changes are effective immediately upon posting and Subscriber's continued use of
any of the Services following the posting of revised Terms of Service means that Subscriber
accepts and agrees to the changes, to the extent permitted by applicable laws.
16) ASSIGNMENT.
Subscriber may not transfer these Terms of Service, in whole or in part. Company may transfer
these Terms of Service and/or subcontract some or all of its obligations hereunder at any time.
17) INJUNCTIONS.
Subscriber acknowledges that a breach of any confidentiality or proprietary rights provision of
these Terms of Service may cause Company irreparable damage, for which the award of
damages would not be adequate compensation. Consequently, Company may seek an injunction
to prevent Subscriber from taking any and all acts in violation of those provisions, which remedy
shall be cumulative and not exclusive, and Company may seek the entry of an injunction
enjoining any breach or threatened breach of those provisions, in addition to any other relief to
which Company may be entitled at law or in equity.
18) GOVERNING LAW AND VENUE.
These Terms of Service shall be construed and governed by the laws of the State of California,
without regard to the principles of conflict of laws thereof. Subscriber agrees and accepts that
any legal action or proceeding shall be brought in the federal or state courts for the State of
California, County of Santa Clara, and Subscriber expressly waives any objection to personal
jurisdiction, venue or forum non conveniens. Additionally, in the event of any dispute or claim
relating to or arising out of these Terms of Service (including, but not limited to, any claims of
breach of contract, tort, infringement), Subscriber agrees that all such disputes/claims will be
resolved by means of a court trial conducted by the superior or district court in Santa Clara
County, California, and Subscriber expressly waives any right it may otherwise have to a jury
trial. THE PRECEDING PROVISION REGARDING VENUE DOES NOT APPLY IF
YOU ARE AN INDIVIDUAL SUBSCRIBER RESIDENT IN A MEMBER COUNTRY OF
THE EUROPEAN UNION.IF YOU ARE A CONSUMER BASED IN THE EUROPEAN
UNION,YOU MAY MAKE A CLAIM IN THE COURTS OF THE COUNTRY WHERE
YOU RESIDE.
19) NOTICES.
Legal notices may be sent to businessaffairs@lynda.com (if by email), or at lynda.com, Inc,
Attn: Legal Department, 6410 Via Real, Carpinteria, California 93013 (if by conventional mail).
Notices to Subscriber may be sent either to the email address supplied in Subscriber's account or
to the address supplied by Subscriber as part of its registration data. In addition, Company may
broadcast notices or messages through the Website to inform of changes to the Website or other
matters of importance, and such broadcasts shall constitute notice to Subscriber to the extent
permitted by applicable law. Any notices or communication under these Terms of Service will be
deemed delivered to the party receiving such communication (a) on the delivery date if delivered
personally to the party; (b)two business days after deposit with a commercial overnight carrier,
with written verification of receipt; (c) five business days after the mailing date, if sent by mail,
return receipt requested; (d)on the delivery date if transmitted by email; or within three(3)days
after Company posts a notice on the Website.
20) FORCE MAJEURE.
Company will not be liable or responsible for any failure to perform, or delay in performance of,
any of its obligations that is caused by events outside its reasonable control ("Force Majeure
Event"). A Force Majeure Event includes any act, event, non-happening, omission or accident
beyond Company's reasonable control including, but not limited to, restrictions of law,
regulations, orders, or other governmental directives, labor disputes, acts of God, third party
mechanical or other equipment breakdowns,terrorist attacks, fire, explosions, fibre optic cable
cuts, interruption or failure of telecommunications or digital transmission links, Internet failures
or delays, storms or other similar events.
21) PRIVACY POLICY AND WEBSITE USE POLICY.
Subscriber agrees to comply with the then-current Website Use Policy and Privacy Policy
(collectively, the "Policies" and individually,the "Policy"). Company reserves the right to
modify either Policy at any time, and to the extent permitted by applicable law, changes to the
Policies are effective immediately upon posting on the Website. Subscriber's continued use of
any portion or all, of the Services, following the posting of a revised Policy means that
Subscriber accepts and agrees to the changes. In the event of an express conflict between the
Terms of Service and the terms of the Policies,the Terms of Service will prevail. The data that
Company collects from a Subscriber may be transferred to, and stored at,a destination
outside the European Economic Area("EEA"). It may also be processed by staff operating
outside the EEA who work for Company or for one of its service providers. Such staff
maybe engaged in,among other things,the fulfilment of your order, the processing of your
payment details and the provision of support services. By submitting your personal data,
you agree to this transfer,storing or processing. Company will take all steps reasonably
necessary to ensure that your data is treated securely and in accordance with our Privacy
Policy.
22) CHILDREN'S ONLINE PRIVACY PROTECTION ACT (COPPA).
Subscriber acknowledges that the law requires parental consent to collect or use information
from a child under 13. If you are a child under 13, please show these Terms of Service to your
parent or legal guardian, and do not use the Services without verifiable parental consent pursuant
to the Children's Online Privacy Protection Act. If you as the Subscriber are a parent or legal
guardian of a child under the age of 13, who may access or use the Services, you hereby give
your express consent for that child to use the Services, which include all the features and
functionality pertaining to your Subscription, including social media/community features. You
represent and warrant that you will not allow a child under the age of 13 to use the Services if
you do not agree to the provisions of this Section.
23) NO THIRD PARTY BENEFICIARIES.
No person or entity not a party to these Terms of Service will be deemed to be a third party
beneficiary of these Terms of Service or any provision hereof.
24) SEVERABILITY.
If any provision of these Terms of Service are held by a court of competent jurisdiction to be
contrary to law, such provision shall be changed and interpreted so as to best accomplish the
objectives of the original provision to the fullest extent allowed by law and the remaining
provisions of these Terms of Service will remain in full force and effect.
25) WAIVER AND AMENDMENT.
If Company fails to insist upon strict performance of Subscriber's obligations under any of these
terms and conditions, or if Company fails to exercise any of the rights or remedies to which it is
entitled under these Terms of Service, this will not constitute a waiver of such rights or remedies
and will not relieve Subscriber from compliance with such obligations.No waiver by Company
of any default will constitute a waiver of any subsequent default, and no waiver by Company of
any of these terms and conditions will be effective unless it is expressly stated to be a waiver and
is communicated to Subscriber in writing.
26) GEOGRAPHIC RESTRICTIONS.
Software, functionality, and/or features (collectively, "Service Functionality"), that may be
available on or through Website from time-to-time, is subject to United States Export Controls.
No Service Functionality from the Website may be downloaded or exported(a) into (or to a
resident of) Cuba, Iraq, Libya,North Korea, Iran, Syria, or any other country which the United
States has embargoed goods; or(b) anyone on the United States Treasury Department's list of
Specially Designated Nationals or the United States Commerce Department's Table of Deny
Orders. By downloading or using any Service Functionality, Subscriber represents and warrants
that it(and its Authorized End Users, where applicable)are not located in, under the control of,
or a national or resident of any such country or on any such list. Although the Website may be
accessible worldwide, Company makes no representation that materials on the Website are
appropriate or available for use in locations outside the United States, and accessing them from
territories where their contents are illegal, is prohibited. Those who choose to access the Website
from other locations do so at their own initiative and are responsible for compliance with local
laws. Any offer for any product, service, and/or information made in connection with the
Services is void where prohibited.
27) COMPLETE UNDERSTANDING.
These Terms of Service, together with the Website Policy and the Privacy Policy, constitute the
sole and entire agreement between Subscriber and Company with respect to the Services and
supersedes all prior and contemporaneous understandings, agreements, representations,
warranties or terms and conditions, both written and oral, with respect to the Services.
EFFECTIVE DATE: May 14,2014
Hello